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As filed with the Securities and Exchange Commission on December 8, 2008

Registration No. 333-154840

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 3
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FLEETWOOD ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 3716
(Primary Standard Industrial
Classification Code Number) 95-1948322
(I.R.S. Employer Identification No.)

3125 Myers Street
Riverside, California 92503
(951) 351-3500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

Leonard J. McGill, Esq.
Senior Vice President, Corporate Development, General Counsel & Secretary
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
(951) 351-3500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

Copies to:
Steven R. Finley, Esq. James J. Moloney, Esq. 200 Park Avenue New York, New York 10166 (212) 351-4000	James R. Tanenbaum, Esq. Morrison & Foerster LLP 1290 Avenue of the Americas New York, New York 10104 (212) 468-8163

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement from the same offering.    o

        If this form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission (the "SEC"), acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
Fleetwood Holdings, Inc.	Delaware	91-2120567
Fleetwood General Partner of Texas, Inc.	Delaware	74-2937312
Fleetwood Homes Investment, Inc.	California	33-0882837
Fleetwood Homes of Arizona, Inc.	Arizona	86-0693967
Fleetwood Homes of California, Inc.	California	95-1621558
Fleetwood Homes of Florida, Inc.	Florida	59-1295435
Fleetwood Homes of Georgia, Inc.	Georgia	58-1134923
Fleetwood Homes of Idaho, Inc.	Idaho	82-0230254
Fleetwood Homes of Indiana, Inc.	Indiana	62-1331442
Fleetwood Homes of Kentucky, Inc.	Kentucky	68-0408652
Fleetwood Homes of North Carolina, Inc.	North Carolina	56-1339111
Fleetwood Homes of Oregon, Inc.	Oregon	93-0670897
Fleetwood Homes of Pennsylvania, Inc.	Pennsylvania	33-0243061
Fleetwood Homes of Tennessee, Inc.	Tennessee	62-0810073
Fleetwood Homes of Texas, L.P.	Texas	74-1269568
Fleetwood Homes of Virginia, Inc.	Virginia	54-0834440
Fleetwood Homes of Washington, Inc.	Washington	91-0883321
Fleetwood International, Inc.	California	95-2775234
Fleetwood Canada Ltd.	Ontario, Canada	(Canadian Business No.) ON-0000583926
Fleetwood Motor Homes of California, Inc.	California	95-2467791
Fleetwood Motor Homes of Indiana, Inc.	Indiana	35-1184349
Fleetwood Motor Homes of Pennsylvania, Inc.	Pennsylvania	24-0863770
Fleetwood Travel Trailers of California, Inc.	California	95-2419471
Fleetwood Travel Trailers of Indiana, Inc.	Indiana	35-1283654
Fleetwood Travel Trailers of Kentucky, Inc.	Kentucky	31-1713850
Fleetwood Travel Trailers of Maryland, Inc.	Maryland	52-0892953
Fleetwood Travel Trailers of Ohio, Inc.	Ohio	34-1042043
Fleetwood Travel Trailers of Oregon, Inc.	Oregon	93-0572091
Fleetwood Travel Trailers of Texas, Inc.	Texas	75-1330717
Gold Shield, Inc.	California	95-2748390
Gold Shield of Indiana, Inc.	Indiana	94-2829161
Hauser Lake Lumber Operations, Inc.	Idaho	82-0306588
Continental Lumber Products, Inc.	California	95-2830315

        The address and telephone number of each of the additional registrants is c/o Fleetwood Enterprises, Inc., 3125 Myers Street, Riverside, CA 92503; (951) 351-3500.

The information in this prospectus may change. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated December 8, 2008

PROSPECTUS

Offer to Exchange

Up to $103,000,000 14% Senior Secured Notes due 2011
And
Up to 14,000,000 Shares of Common Stock
For Any and All Outstanding
5% Convertible Senior Subordinated Debentures due 2023
(CUSIP Nos. 339099AC7 and 339099AD5)

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 11, 2008,
UNLESS EXTENDED OR EARLIER TERMINATED BY US (THE "EXPIRATION DATE").

We are offering to exchange up to $103,000,000 aggregate principal amount of our new 14% Senior Secured Notes due 2011 (the "New Notes") and up to 14,000,000 shares of our common stock, having an aggregate value of up to $10,500,000 (the "Shares"), for any and all of our currently outstanding 5% Convertible Senior Subordinated Debentures due 2023 ("Old Debentures") validly tendered and accepted in accordance with the terms and subject to the conditions set forth in this prospectus and in the related letter of transmittal (the "Exchange Offer"). The specific number of Shares to be issued will be based on the arithmetic average of the volume weighted average price on each trading day of our common stock on the New York Stock Exchange (or any other exchange or inter-dealer quotation system where the shares of our common stock are listed, traded or quoted), from 9:30 a.m. to 4:00 p.m., New York City time, as calculated using Bloomberg (the "Volume Weighted Average Price") for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater. Holders of Old Debentures can expect to receive 140 Shares (assuming the minimum share price of $0.75 per share) for each $1,000 principal amount of Old Debentures tendered and accepted in accordance with the terms and subject to the conditions of the Exchange Offer. The maximum aggregate dollar value of the Shares to be issued will be $10.5 million (the "Maximum Shares Value"). We will also pay cash for any accrued and unpaid interest, as of the day before the Expiration Date, on any Old Debentures accepted in the Exchange Offer.

The New Notes will be senior in right of payment to the Old Debentures and will be secured by first priority liens (subject to certain permitted liens) on certain of our real property with an anticipated value between $19.25 million and $20.0 million and second priority liens on additional real property with an appraised value of $58,200,000, based on appraisals obtained between 2003 and 2008. Payment of principal and interest on the New Notes will be guaranteed on an unsecured subordinated basis (the "Guarantees") by certain of our subsidiaries. The New Notes will mature on December 15, 2011 and will accrue interest beginning on the issue date. We will pay interest on the New Notes with a combination of (i) cash ("Cash Interest") and (ii) either increasing the principal amount of the outstanding New Notes or issuing Payment In Kind Notes ("PIK Interest"). The New Notes will bear Cash Interest at a rate of 5% per annum and PIK Interest at a rate of 9% per annum. See "Description of New Notes."

On December 5, 2008, $100,000,000 aggregate principal amount of the Old Debentures was outstanding. A holder of approximately 33.9% of the outstanding aggregate principal amount of the Old Debentures has indicated its intention to tender and not withdraw its Old Debentures in accordance with the terms of the Exchange Offer. We currently anticipate that we will enter into binding agreements with this holder and one or more other holders of Old Debentures pursuant to which such holder(s) would formally agree, subject to certain conditions, to tender and not withdraw their Old Debentures in the Exchange Offer (collectively the "Tender Agreements"). Such Tender Agreements, if any, will be entered into only after the registration statement of which this prospectus forms a part is declared effective by the Securities and Exchange Commission (the "SEC").

The Exchange Offer is conditioned upon at least 33.5% of the outstanding aggregate principal amount of Old Debentures being validly tendered and not withdrawn (the "Minimum Tender Condition").

The New Notes and the Shares will be freely transferable and not subject to any transfer restrictions. The New Notes will not be listed on any securities exchange or included on any automated quotation system. We intend to apply for the Shares to be listed on the New York Stock Exchange (the "NYSE").

Tenders of the Old Debentures may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date, unless otherwise restricted pursuant to a Tender Agreement. The Exchange Offer is subject to the conditions described in "The Exchange Offer—Conditions to Completion of the Exchange Offer," including, among others, the Minimum Tender Condition. We reserve the right to extend or terminate the Exchange Offer if any condition of the Exchange Offer is not satisfied or waived and otherwise to amend the Exchange Offer in any respect. The Exchange Offer is open to all holders of Old Debentures. We will not receive any proceeds from the Exchange Offer. See "Use of Proceeds."

We urge you to carefully read the "Risk Factors" section beginning on page 17 before you make any decision regarding the Exchange Offer.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We are not asking you for a proxy, and you are requested not to send us a proxy.

You must make your own decision whether to tender Old Debentures in the Exchange Offer. Neither we, Barclays Capital Inc. (the "Dealer-Manager"), MacKenzie Partners, Inc. (the "Information Agent"), The Bank of New York Mellon Trust Company, N.A. (the "Exchange Agent"), nor any other person is making any recommendation as to whether or not you should tender your Old Debentures for exchange in the Exchange Offer.

We have not authorized any person to provide any information or to make any representation in connection with the Exchange Offer other than the information contained or incorporated by reference in this prospectus or the accompanying letter of transmittal, and if any person provides any of this information or makes any representation of this kind, that information or representation must not be relied upon as having been authorized by us.

Barclays Capital
Dealer-Manager

Prospectus dated                       , 2008

TABLE OF CONTENTS

	Page
FORWARD-LOOKING STATEMENTS	ii
QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER	iv
SUMMARY	1
RISK FACTORS	17
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	40
USE OF PROCEEDS	41
RATIOS OF EARNINGS TO FIXED CHARGES	41
PRICE RANGE OF COMMON STOCK	42
DIVIDEND POLICY	42
BOOK VALUE PER SHARE	42
ACCOUNTING TREATMENT	43
CAPITALIZATION	44
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	45
THE CREDIT FACILITY AMENDMENT	53
THE EXCHANGE OFFER	55
DESCRIPTION OF THE NEW NOTES	65
DESCRIPTION OF CAPITAL STOCK	119
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	122
WHERE YOU CAN FIND MORE INFORMATION	129
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	129
EXPERTS	131
VALIDITY OF SECURITIES	131

This prospectus incorporates important business and financial information about us from documents that we have filed with the Securities and Exchange Commission, or the SEC, but have not included in, or delivered with, this prospectus. For a listing of the documents that we have incorporated by reference into this prospectus, please see the section of this prospectus entitled "Incorporation of Certain Documents by Reference." This information is available without charge upon written or oral request to Fleetwood Enterprises, Inc., 3125 Myers Street, Riverside, California 92503, Attn: Investor Relations Department, or made by telephone at (951) 351-3500.

If you would like to request documents incorporated by reference, we must receive your request by December 5, 2008 in order for you to receive them before the expiration of the Exchange Offer.

We have not authorized anyone to give any information or make any representation about us that is different from or in addition to, that contained in this prospectus or in any of the materials that we have incorporated by reference into this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it as authorized by us. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this prospectus are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. Neither the delivery of this prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date on the front cover of this prospectus or that the information incorporated by reference herein is correct as of any time subsequent to the date of such information.

i

FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as "anticipate," "estimate," "plans," "projects," "continuing," "ongoing," "expects," "management believes," "we believe," "we intend" and similar words or phrases. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors more fully described under the caption "Risk Factors" and elsewhere in this prospectus, including the exhibits hereto. All forward-looking statements are necessarily only estimates of future results and there can be no assurance that actual results will not differ materially from expectations, and, therefore, you are cautioned not to place undue reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law.

        Forward-looking statements regarding future events and our future performance involve risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, without limitation, the following items:

•

the significant demands on our liquidity while current economic and credit conditions are severely affecting our operations, including the potential repurchase of the Old Debentures in December 2008 if the Exchange Offer is not fully subscribed and we do not have sufficient shares of common stock outstanding to satisfy the obligation of the remaining amount of Old Debentures outstanding;

•

the lack of assurance that we will regain sustainable profitability in the foreseeable future;

•

our potential inability to decrease our operating losses and negative cash flow;

•

the effect of ongoing weakness in both the manufactured housing and recreational vehicle markets, especially the recreational vehicle market which has deteriorated sharply in recent months;

•

the effect of a decline in home equity values, volatile fuel prices and interest rates, global tensions, employment trends, stock market performance, credit crisis, availability of financing generally, and other factors that can and have had a negative impact on consumer confidence, and which may reduce demand for our products, particularly recreational vehicles;

•

the availability and cost of wholesale and retail financing for both manufactured housing and recreational vehicles;

•

our ability to comply with the financial tests and covenants in our existing and future debt obligations, including restrictive covenants in the indenture governing the New Notes;

•

our ability to obtain, on reasonable terms if at all, the financing we will need in the future to execute our business strategies;

•

the volatility of our stock price and the potential risk of delisting from the NYSE;

•

the potential dilution associated with future equity or equity-linked financings that we may undertake to raise additional capital and the risk that the equity pricing may not be favorable to us;

ii

•

the cyclical and seasonal nature of both the manufactured housing and recreational vehicle industries;

•

the increasing costs of component parts and commodities that we may be unable to recoup in our product prices;

•

repurchase agreements with floorplan lenders, which we currently expect could result in increased costs due to deteriorated market conditions;

•

expenses and uncertainties associated with the entry into new business segments or the manufacturing, development, and introduction of new products;

•

the potential for excessive retail inventory levels and dealers' desire to reduce inventory levels in the manufactured housing and recreational vehicle industries;

•

the effect on our sales, margins and market share from aggressive discounting by our competitors;

•

potential increases in the frequency and size of product liability, wrongful death, class action, and other legal actions against us; and

•

the highly competitive nature of our industries and changes in our competitive landscape.

        Although our management believes that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may arise from changing circumstances or unanticipated events, except as otherwise required by law.

iii

QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER

The following are some questions and answers regarding the Exchange Offer. These questions and answers may not address all questions that may be important to you. Therefore, we urge you to read the entire prospectus, including the section entitled "Risk Factors," because the information in this section is only a summary. Additional important information is contained in the remainder of this prospectus.

All references to "we," "our," "ours," "us," "Fleetwood," the "Company" and similar terms are to Fleetwood Enterprises, Inc., and its subsidiaries, unless the context otherwise requires.

Q:    Who is making the Exchange Offer?

        A:    Fleetwood Enterprises, Inc. (the issuer of the Old Debentures) and certain of its subsidiaries (that will guarantee the payment of principal and interest on the New Notes) are making the Exchange Offer.

Q:    What is the purpose of the Exchange Offer?

        A:    We are conducting the Exchange Offer so that we can meet our obligation to repurchase Old Debentures that can be put to us on December 15, 2008. In connection with this repurchase obligation for which we have filed a separate Form S-4 registration statement and Schedule TO (as described in the question and answer immediately below), we have elected to pay the repurchase price by issuing shares of our common stock. However, there are various material conditions precedent to our ability to use common stock to satisfy our repurchase obligations as set forth in the indenture governing the Old Debentures. For example, our ability to use common stock is conditioned upon, among other things, (a) having sufficient authorized shares to repurchase the Old Debentures with common stock, (b) the listing of the shares on the principal national securities exchange on which our common stock is listed and (c) the effectiveness of the registration statement related thereto. As a result, we are offering holders of Old Debentures the New Notes, which will (i) provide an increase in yield (ii) not be subordinated in right of payment to our other outstanding indebtedness, (iii) benefit from subsidiary guarantees and (iv) be secured by certain of our real property; and Shares of our common stock. We anticipate that a successful Exchange Offer would benefit all of our constituencies while significantly reducing our short-term obligation to repurchase the Old Debentures during current difficult financial and operating circumstances.

Q:    What risks should I consider in deciding whether or not to tender my Old Debentures?

        A:    We recently commenced a separate offer to exchange all outstanding Old Debentures for shares of our common stock to fulfill our obligation under the indenture governing the Old Debentures to repurchase Old Debentures that can be put to us on December 15, 2008, as more fully described in the prospectus and related documents forming parts of the Form S-4 filed with the SEC on November 6, 2008, as amended (the "Repurchase Obligation Offer"). You should be aware that if no Old Debentures are tendered and accepted in the Exchange Offer (and all outstanding Old Debentures are tendered and not withdrawn in the Repurchase Obligation Offer), and if the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 consecutive trading days ending December 12, 2008 were to be below approximately $0.52 per share (based on the number of shares of our common stock authorized, outstanding and reserved for issuance as of December 5, 2008, but not including any Shares reserved for issuance in the Exchange Offer), then we would not have sufficient authorized shares to satisfy such repurchase obligation. At this time, we do not intend to solicit proxies to further increase our authorized shares. Furthermore, we do not anticipate having sufficient cash to satisfy such repurchase obligation in cash either. If we can not satisfy such repurchase obligations, we would be in default and may seek protection from our creditors in a bankruptcy proceeding.

iv

        Old Debenture holders who are evaluating whether to tender in the Exchange Offer or the Repurchase Obligation Offer should also consider the securities that they will hold afterward. In the Exchange Offer we are offering New Notes and Shares, whereas in the Repurchase Obligation Offer we are offering common stock alone. You should be aware that in any bankruptcy proceeding, while a court could decide otherwise, the New Notes would probably receive priority treatment to both the existing Old Debentures and our common stock.

        For the following reasons, we believe that there is greater exposure in the event of a bankruptcy filing, under any scenario, for those holders of Old Debentures who do not participate in the Exchange Offer than there is for those that elect to participate.

•

If most of the Old Debentures are tendered and accepted in the Exchange Offer, a bankruptcy filing may not then be necessary or appropriate.

•

If any holder of the Old Debentures elects to participate in the Repurchase Obligation Offer instead of the Exchange Offer, and we don't have sufficient authorized shares of common stock to repurchase all of the Old Debentures that elect to participate in the Repurchase Obligation Offer, a bankruptcy filing may still not be in the best interests of our stakeholders, regardless of the priority of their claims, because our secured bank lenders have senior claims as to the collateral pledged to secure our obligations to them. The pledged collateral includes the bulk of our assets.

•

If we file a bankruptcy proceeding, at the outset the holders of Old Debentures that participated in the Exchange Offer would have secured claims to the collateral pledged to secure the New Notes issued in the Exchange Offer and guarantees of the New Notes from our subsidiaries. The pledge of the collateral and the guarantees would afford them superior treatment in a bankruptcy case over any unsecured creditor, including the holders of Old Debentures that did not participate in the Exchange Offer, regardless of whether they participated (and received shares of common stock) in the Repurchase Obligation Offer.

•

In the event of a bankruptcy filing, a holder of Old Debentures that participated in the Repurchase Obligation Offer and received shares of common stock would hold claims of an equity interest junior to all other claims (including holders of our 6% convertible subordinated debentures), except the claims of an equity interest of other shareholders.

•

In the event we have insufficient authorized shares to repurchase all Old Debentures that elect to participate in the Repurchase Obligation Offer, then those who elected to participate and those that elected not to participate would continue to hold their Old Debentures. In the event of a bankruptcy filing, a holder of Old Debentures would have a claim senior to the 6% convertible subordinated debentures and senior to claims of interest of shareholders, but their claims would be junior to the claims of secured creditors, such as the secured claims of our secured bank lenders and those claims of the holders of New Notes obtained in the Exchange Offer.

•

If a bankruptcy filing were to occur within 90 days of the closing of the Exchange Offer, then a party in interest, including the holders of Old Debentures that did not participate in the Exchange Offer, may cause the filing of an adversary action in the bankruptcy case to avoid the transfer of the New Notes to the holders of the Old Debentures who participate in the Exchange Offer as a "preference." It is impossible to predict with certainty how the court would rule in such a lawsuit.

•

If the court enters a judgment avoiding the issuance of the New Notes, then those who participated in the Exchange Offer and received the New Notes would be restored to their status as holders of Old Debentures as if the Exchange Offer had not occurred. Their claims would then be senior to the holders of Old Debentures who elected to participate in the Repurchase

v

Obligation Offer and received shares of common stock and their claims would be equal to those holders of Old Debentures who either did not elect to participate in the Repurchase Obligation Offer, or who elected to participate but did not receive shares of common stock.

•

At this time, it is impossible to know whether a bankruptcy filing would be necessary or appropriate for the Company, and in the event we file a bankruptcy proceeding there can be no assurance that it would occur within 90 days of the closing of the Exchange Offer or the Repurchase Obligation Offer, or later.

        In deciding whether to participate in the Exchange Offer, you should carefully consider the discussion of risks and uncertainties affecting the Company, the Exchange Offer, the New Notes and Shares, described in the section of this prospectus entitled "Risk Factors," beginning on page 17, and the documents incorporated by reference into this prospectus.

Q:    Does the success of the Exchange Offer depend on the participation of any minimum number of holders?

        A:    Yes. The Exchange Offer is subject to the Minimum Tender Condition, which means that at least 33.5% of the aggregate principal amount outstanding of the Old Debentures must have been validly tendered and not withdrawn. If this condition is not met, we may terminate or amend the Exchange Offer at any time before the acceptance of the Old Debentures for exchange. However, we may waive this condition at any time, in whole or in part, in our reasonable discretion. A holder of approximately 33.9% of the outstanding aggregate principal amount Old Debentures has indicated its intention to tender and not withdraw its Old Debentures in accordance with the terms of the Exchange Offer. We currently anticipate that we will enter into Tender Agreements with this holder and one or more other holders of Old Debentures pursuant to which such holder(s) would formally agree, subject to certain conditions, to tender and not withdraw their Old Debentures in the Exchange Offer. Such Tender Agreements, if any, will be entered into only after the registration statement of which this prospectus forms a part is declared effective by the SEC.

Q:    When will the Exchange Offer expire?

        A:    The Exchange Offer will expire at 5:00 p.m., New York City time, on December 11, 2008, unless extended or earlier terminated by us. We may extend the Expiration Date for any reason. If we decide to extend it, we will announce any extensions by press release or other permitted means no later than 9:00 a.m. on the next business day after the Expiration Date. We will not be required to accept for exchange Old Debentures tendered pursuant to the Exchange Offer. In addition, we may terminate or amend the Exchange Offer if any of the conditions listed in "The Exchange Offer—Conditions to Completion of the Exchange Offer" are not satisfied. Certain conditions may be waived by us, in whole or in part, in our reasonable discretion.

Q:    What will I receive in the Exchange Offer if I tender my Old Debentures and they are accepted?

        A:    For each $1,000 principal amount of Old Debentures that we accept in the Exchange Offer, you will, upon the terms and subject to the conditions (including satisfaction of the Minimum Tender Condition) set forth in this prospectus and the related letter of transmittal, receive $1,030 principal amount of New Notes bearing interest at a combined rate of 14% and a number of Shares equal to the quotient obtained by dividing (a) by (b), where (a) is the quotient obtained by dividing (i) the Maximum Shares Value ($10.5 million) by (ii) the arithmetic average of the volume weighted average price on each trading day of our common stock on the New York Stock Exchange (or any other exchange where the shares of our common stock are listed, traded or quoted), from 9:30 a.m. to 4:00 p.m., New York City time, as calculated using Bloomberg (the "Volume Weighted Average Price") for the 20 trading days immediately preceding the second trading day before the Expiration Date, or

vi

$0.75 per share, whichever is greater, and (b) is $100,000. Holders of Old Debentures can expect to receive 140 Shares (assuming the minimum share price of $0.75 per share) for each $1,000 principal amount of Old Debentures tendered and accepted in accordance with the terms and subject to the conditions of the Exchange Offer. We will also pay cash for any accrued and unpaid interest, as of the day before the Expiration Date, on any Old Debentures accepted in the Exchange Offer.

        To illustrate how to calculate the number of Shares to be issued per $1,000 of principal amount of Old Debentures tendered and accepted, assuming the minimum share price of $0.75 per share applies (as the closing price of our common stock on December 5, 2008 was below the minimum share price of $0.75 per share), you would divide (i) the Maximum Shares Value ($10.5 million) by (ii) $0.75 per share, which equals 14 million Shares; and then divide (a) 14 million Shares by (b) $100,000. As a result, in this example each $1,000 principal amount of Old Debentures would receive 140 Shares.

        Holders of Old Debentures may call the Information Agent at 1 (800)-322-2885 on the second trading day before the Expiration Date to confirm the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date. Additionally, holders of Old Debentures may call the Information Agent during such 20-trading-day period to confirm the Volume Weighted Average Price for each of the preceding trading days in such 20-trading-day period and the arithmetic average thereof.

Q:    If the Exchange Offer is consummated, but I do not tender my Old Debentures, how will my rights be affected?

        A:    If you do not exchange your Old Debentures in the Exchange Offer, or if your Old Debentures are not accepted for exchange, you will continue to hold your Old Debentures and will be entitled to all the rights and subject to all the limitations applicable to the Old Debentures. If you continue to hold your Old Debentures, you will have the right to require us to repurchase your Old Debentures on December 15, 2008. In particular, you should consider that the New Notes will be senior in right of payment to the Old Debentures, will be guaranteed as to payment of principal and interest by certain of our subsidiaries and will be secured by certain of our real property. If you decide not to tender your Old Debentures and we complete the Exchange Offer and thereby reduce the outstanding aggregate principal amount of Old Debentures, the liquidity and possibly the trading price of your Old Debentures may be adversely affected. See "Risk Factors—Risks Relating to the Exchange Offer."

Q:    What amount of Old Debentures are you seeking in the Exchange Offer?

        A:    We are seeking to exchange all outstanding $100,000,000 in aggregate principal amount of our Old Debentures.

Q:    What are the conditions to the completion of the Exchange Offer?

        A:    The Exchange Offer is subject to a limited number of conditions, some of which we may waive in our reasonable discretion, including among others, the Minimum Tender Condition discussed above. In addition, the Exchange Offer is conditioned upon the effectiveness of the registration statement of which this prospectus forms a part. If any of these conditions are not satisfied or waived, we will not be obligated to accept and exchange any tendered Old Debentures. Prior to the Expiration Date, we reserve the right to terminate or withdraw the Exchange Offer if any of the conditions to the Exchange Offer are not satisfied or waived by us in our reasonable discretion. We describe the conditions to the Exchange Offer in greater detail in the section titled "The Exchange Offer—Conditions to Completion of the Exchange Offer."

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Q:    Who may participate in the Exchange Offer?

        A:    All holders of the Old Debentures may participate in the Exchange Offer.

Q:    Do I have to tender all of my Old Debentures to participate in the Exchange Offer?

        A:    No. You may tender some or all of your Old Debentures. However, you may only tender Old Debentures in a minimum of $1,000 principal amount and integral multiples of $1,000. Old Debentures accepted in the Exchange Offer will be retired and cancelled.

Q:    Will the New Notes or Shares be listed?

        A:    We have not applied and do not intend to apply for listing or quotation of the New Notes. We intend to apply for the Shares to be listed on the New York Stock Exchange.

Q:    How do I participate in the Exchange Offer?

        A:    If your Old Debentures are held in the name of a broker, dealer or other nominee, the Old Debentures may be tendered by your nominee through DTC. If your Old Debentures are not held in the name of a broker, dealer or other nominee, you must tender your Old Debentures, together with a completed letter of transmittal and any other documents required thereby, to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. For more information regarding the procedures for tendering your Old Debentures, we refer you to the sections of this Prospectus entitled "The Exchange Offer—Procedures for Tendering Old Debentures."

        Please do not send letters of transmittal to us. You should send letters of transmittal to the Exchange Agent at its office set forth on the back cover of this prospectus or in the letter of transmittal. The Information Agent can answer your questions regarding how to tender your Old Debentures.

Q:    May I withdraw my tender of Old Debentures?

        A:    Except as otherwise restricted pursuant to a Tender Agreement, you may withdraw any tendered Old Debentures at any time prior to 5:00 p.m., New York City time, on the Expiration Date, which is December 11, 2008, unless extended or earlier terminated by us.

Q:    What must I do if I want to withdraw my Old Debentures from the Exchange Offer?

        A:    Except as otherwise restricted pursuant to a Tender Agreement, you may withdraw any Old Debentures that you validly tender at any time prior to 5:00 p.m., New York City time, on the Expiration Date, unless we extend it, by delivering a written notice of withdrawal to the Exchange Agent. Your notice of withdrawal must comply with the requirements set forth in this prospectus. If you change your mind, you may re-tender your Old Debentures by again following the tender procedures prior to 5:00 p.m., New York City time, on the Expiration Date.

Q:    What happens if my Old Debentures are not accepted in the Exchange Offer?

        A:    If we do not accept your Old Debentures for exchange for any reason, the Old Debentures tendered by book-entry transfer into the account of the Exchange Agent at DTC will be credited to your account at DTC.

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Q:    If I decide to tender my Old Debentures, will I have to pay any fees or commissions in connection with the Exchange Offer?

        A:    If you are the record owner of your Old Debentures and you tender your Old Debentures directly to the Exchange Agent, you will not have to pay any fees or commissions. If you hold your Old Debentures through a custodian or nominee, and your custodian or nominee tenders the Old Debentures on your behalf, your custodian or nominee may charge you a fee for doing so. You should consult with your custodian or nominee to determine whether any charges will apply. We will pay transfer taxes, if any, applicable to the transfer of Old Debentures pursuant to the Exchange Offer. Additionally, we will pay all other expenses related to the Exchange Offer, except any commissions or concessions of any broker or dealer other than the Dealer-Manager.

Q:    Will I be subject to tax on my exchange of Old Debentures for New Notes and Shares pursuant to the Exchange Offer?

        A:    The exchange of Old Debentures for New Notes generally will be a taxable exchange for United States federal income tax purposes, unless the exchange qualifies as a recapitalization under the Internal Revenue Code which we believe is unlikely. However, to the extent that Old Debentures are exchanged for Shares, such exchange should be treated as a tax-free recapitalization. See the section of this prospectus entitled "Certain United States Federal Income Tax Consequences." The tax consequences to you of the Exchange Offer will depend on your individual circumstances. You should consult your own tax advisor for a full understanding of the tax consequences of participating in the Exchange Offer.

Q:    Has the board of directors adopted a position on the Exchange Offer?

        A:    Our board of directors approved the making of the Exchange Offer. Neither we nor our officers or directors are making any recommendation as to whether you should tender Old Debentures. Similarly, neither the Dealer-Manager, the Information Agent nor the Exchange Agent is making any such recommendation. In making your decision, we urge you to carefully read this prospectus, the documents incorporated herein by reference and the other documents to which we refer you in their entirety, including the discussions of risks and uncertainties set forth in the section of this prospectus entitled "Risk Factors."

Q:    Whom do I call if I have any questions about how to tender my Old Debentures or any other questions relating to the Exchange Offer?

        A:    Questions and requests for assistance with respect to the procedures for tendering Old Debentures pursuant to the Exchange Offer, as well as requests for additional copies of this prospectus and the letter of transmittal, may be directed to MacKenzie Partners, Inc., as the Information Agent, at its address and telephone number set forth on the back cover of this prospectus.

        You may also contact Barclays Capital Inc., as the Dealer-Manager, at its address and telephone number set forth on the back over of this prospectus with any questions you may have regarding the Exchange Offer.

Q:    Where can I find more information about Fleetwood?

        A:    You can find more information about Fleetwood from the various sources described under the section of this prospectus entitled "Incorporation of Certain Documents by Reference."

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SUMMARY

This summary provides an overview of selected information and does not purport to contain all of the information you should consider. For a more complete understanding of Fleetwood Enterprises, Inc., and the Exchange Offer, you should read this entire prospectus and the detailed information incorporated into it by reference, including the financial data and information contained in this prospectus, our Annual Report on Form 10-K for the year ended April 27, 2008 and our Quarterly Reports on Form 10-Q for the quarters ended October 26, 2008 and July 27, 2008.

Our Business

        We are one of the nation's leaders in producing both recreational vehicles and manufactured housing. We also operate three supply companies that provide components for our recreational vehicle and housing operations, while also generating outside sales.

        In fiscal 2008, we sold 18,730 recreational vehicles. In calendar year 2007, we held a 7.6% share of the overall recreational vehicle retail market, consisting of a 16.4% share of the motor home market and a 5.9% share of the travel trailer market. For calendar year 2007, our motor home business was in second position and the travel trailer division was in fourth position. These statistics exclude units shipped by our former folding trailer subsidiary which we sold after the fiscal year end and is now presented as a discontinued operation in our financial statements. For the full year ending April 27, 2008, we had a net loss of $1.0 million and at April 27, 2008, we had total assets of $625.6 million. For the 13 weeks ending October 26, 2008, we had a net loss of $56.8 million, and for the 26 weeks ending October 26, 2008, we had a net loss of $85.8 million. As of at October 26, 2008, we had total assets of $558.3 million. We have had losses in each fiscal year since 2001.

        In fiscal 2008, we shipped 12,337 manufactured homes, and were the second largest producer of HUD-Code homes, which are homes manufactured in accordance with regulations published by the Federal Department of Housing and Urban Development. In calendar year 2007, the manufactured housing industry had an 8.4% share of single-family housing starts. We had a 13.4% share of the manufactured housing wholesale market and a 13.8% share of the retail market in calendar year 2007. We were the second largest producer of HUD-Code homes in the United States in terms of retail units shipped in calendar year 2007.

        Our business began in 1950 as a California corporation producing travel trailers and quickly evolved to what are now termed manufactured homes. We re-entered the recreational vehicle business with the acquisition of a travel trailer operation in 1964. The present company was incorporated in Delaware in 1977, and succeeded by merger to all the assets and liabilities of the predecessor company. We conduct our manufacturing activities in 11 states within the U.S. We distribute our manufactured products primarily through a network of independent dealers throughout the United States and Canada.

        Our principal executive offices are located at 3125 Myers Street, Riverside, CA, 92503, telephone: (951) 351-3500. Our website address is www.fleetwood.com. The information contained on our website is not a part of this prospectus.

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Business Outlook

        We expect that fiscal 2009 will present significant challenges for us (not only in terms of demand and sales volume but also on profit margins) as market conditions in all segments have deteriorated, particularly for motor homes. While we expect to benefit from longer-term mitigating factors such as positive demographic trends and markedly reduced operating costs and breakeven points, market conditions in all segments of our business have deteriorated significantly. Consumer purchases have declined dramatically over the past 12 months. This is particularly the case for motor homes. Dealers are conservatively managing their inventories and we expect they will continue to do so for the foreseeable future. As a result, competing manufacturers are offering more discounts, and industry production volumes have recently declined due to plant closures, short work weeks, and layoffs. In the second fiscal quarter, we received a repurchase request related to one large dealer and have elected to repurchase its recreational vehicle units, which we are in the process of relocating to alternative dealers. In addition, we expect to see some decline in resale values of products which we may be required to repurchase, and as a result we anticipate some increase in our net losses under these repurchase agreements. These factors in combination with inflationary pressure on commodity and materials prices will continue to negatively affect profit margins, particularly for motor homes, and result in losses and significant negative operating cash flows with adverse effects on our business, results of operations and liquidity (including our compliance with the terms of the existing and future agreements governing our outstanding indebtedness). We are continuously evaluating capacity needs and monitoring our costs, including the possibility of further consolidation of our plant facilities. While we have experienced turbulent economic downturns in the past and have successfully managed through them, current economic conditions seem more complex and pervasive, including greater uncertainty as to the timing of any recovery.

Recreational Vehicles

        Industry conditions in calendar 2008 have been adversely affected by tighter lending practices, high fuel prices, and diminished home equity values, as evidenced by low consumer confidence levels and soft market conditions. Continued deterioration of these conditions resulted in an unanticipated acceleration in market declines late in the first quarter of fiscal year 2009. RV wholesale shipments in October this year declined 52.5% from this same month last year to 13,500 RVs according to the October Recreational Vehicle Industry Association's survey of manufacturers bringing the year to date total for 2008 to 225,400 units. This was the sixth consecutive decline and the lowest total for all RV shipments since 1990. As a result of these continuing concerns and a significant tightening of credit for RV buyers, we anticipate continued weakness in all segments at least for the balance of fiscal year 2009. This weakness was initially caused by turmoil in the mortgage industry that then spread to the broader financial markets and economy. More recently, the sustained increase in fuel prices and tightening in retail lending have also contributed to consumers' reluctance to purchase RVs. Motor home retail sales for the industry were off by 38.8% for the first nine months of calendar 2008, and for the typically seasonally stronger summer months of June through September, industry retail sales fell by 52.4% from the prior year. Industry wholesale shipments for the same period fell 60.7%, evidencing that dealers are not reordering when motor homes are sold at retail. Most of the weakness is occurring in the higher-end Class A and mid- and luxury-priced Class C segments. Recent data indicate an acceleration of these trends. Travel trailer industry retail sales for the similar period were down by 25.1%; however, dealers have been reducing their inventories in the face of economic uncertainty, and, as a result, industry wholesale shipments declined by 34.2% for the same period. Given the tightening of credit standards by lenders, we currently expect that repurchase activity will be higher than has historically been the case and it may be necessary to offer greater discounts in order to relocate such product to alternative dealers during current market conditions.

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        Our overall market position in motor homes has decreased from 16.3% to 16.0% for the first nine months of calendar 2008, which management believes was due to aggressive discounting by competitors that appear to have overproduced inventory and competitors with stronger balance sheets. We have experienced market share growth, to 12.4% in the first nine months of calendar 2008 compared to 9.7% in the equivalent period in 2007, in lower-priced and fuel-efficient Class C products that we recently introduced.

        Our travel trailer retail and wholesale market shares have continued to decline to date, exacerbated by the restructuring of the business between March and July 2007. Dealers continue to sell older model-year units still in stock before replacing them with newer products. Also, we have experienced reduced sales of lower-margin, entry-level products in the Eastern U.S. due to discontinued production of those products in that region. As a result of recent adjustments we have made to our manufacturing capacity, our inventory of finished goods have largely stabilized. Travel trailer manufacturing efficiencies have increased, yet further improvement over current levels of cost and efficiency of our manufacturing operations will be necessary in order to achieve profitability in this difficult environment. Our travel trailer market share for the first nine months of 2008 was 4.1%, down from 6.0% in the prior year. We expect our market share to remain at similar levels until market conditions improve and dealers sell down their inventories of older model-year products.

        Based on past trends, if fuel prices stabilize and retail credit availability improves, we expect to see a rebound in sales from dealers ordering units for stock and expect to benefit from our ability to ramp up production in an industry with fewer manufacturing facilities than before, due to competitor failures or plant consolidations. A longer-term positive outlook for the recreational vehicle industry is supported by favorable demographics as baby boomers reach the age brackets that historically have accounted for the bulk of retail RV sales, and an increase in interest in the RV lifestyle among both older and younger segments of the population than have traditionally participated.

Housing

        Notwithstanding the recent pricing pressure and over-supply of housing in certain regions due to the retrenchment in the mortgage industry, we expect longer-term demand for affordable housing to grow as a result of the following: overall population growth; baby boomers reaching retirement age; the development of new products and markets such as modular housing; and the continued relative high cost of site-built homes.

        Many of the factors that have historically affected manufactured housing volumes have been in flux recently. Industry shipments for the first eight months of calendar year 2008 were down 9.9%, with most states reporting year-over-year declines, and a pronounced weakness in traditionally strong manufactured housing markets persists. Generally, the manufactured housing market continues to be adversely affected by limited availability of retail financing and more recently, competition from conventional builders due to the overall weak housing market. Over the last several years the site-built housing boom has been fueled by low interest rates and loose credit standards, which widened the financing advantage that site-built housing enjoys over manufactured housing. Sales of manufactured homes as a percentage of total sales of new single-family homes could rise from the recent level of 8%, now that the gap between credit standards for site-built housing and manufactured housing has narrowed due to more stringent standards applied to site-built homes. In addition, recently passed housing reform legislation may benefit the manufactured housing industry through the FHA Title I program, which, among other benefits, will increase loan limits for home-only financing from $48,600 to $69,678, and will be indexed to inflation in future years. These benefits are expected to take effect beginning in the first half of calendar 2009. On the other hand, the overall slowing of the housing market and an increase in conventional housing inventories will negatively impact manufactured housing conditions for some time.

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        We continue to manage our capacity relative to current market conditions. We have been successful in reducing fixed costs and, in some cases, consolidating management teams at adjacent plants. These efforts have enabled us to maintain a presence in markets that we would otherwise be forced to abandon and that we believe have potential that we would otherwise be forced to abandon. From a sales perspective, we are focused on increasing new points of distribution, improving retail turn rates by assisting dealers with inventory management, and offering dealers a program to support consumers with set-up, inspection and problem resolution.

        Manufactured housing markets in California, Arizona, and Florida, traditionally among our strongest, are the states most affected by the slump in the site-built housing market and are down sharply. The outlook in most areas continues to be unfavorable. We anticipate that manufactured housing industry conditions are unlikely to improve during fiscal 2009.

        We are pursuing other opportunities to supplement our business, such as sales of modular homes to builder/developers and military projects. Modular sales in the Gulf Region have been slow to emerge and the longer sales cycle for these types of projects has significantly tempered our progress in this area. Development of our modular business, however, has met with some success in the area of military housing. Since opening the Trendsetter Division in late fiscal 2007, we have substantially completed three large contracts to provide military housing. On September 17, 2008, we announced that our Trendsetter Division has been selected to build the living units for new U.S. Army housing at Fort Sam Houston in San Antonio, Texas, the world's largest military medical training facility. Although we have had some success in the military housing business, future success may be limited to the extent our liquidity concerns affect our ability to provide required bonding under such government contracts. The Trendsetter Division accounted for only approximately 5% of Housing Group sales in fiscal 2008 and less than 2% of total sales; it will consist of one manufacturing facility and its sales, operating results and capital expenditures will not be material to the company as a whole.

Recent Developments

Annual Meeting

        At our annual meeting on September 18, 2008, our shareholders approved proposals to, among other things:

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amend our restated certificate of incorporation to increase the total number of authorized shares of our common stock from 150,000,000 to 300,000,000 shares and to decrease the par value of the common stock from $1.00 per share to $0.01 per share; and

•

approve the possible issuance of more than 20% of the shares of our common stock outstanding, either directly or underlying new securities that may be convertible into or exercisable for our common stock, to settle or otherwise satisfy our upcoming repurchase obligation related to the Old Debentures.

Amendment to Credit Facility

        On October 29, 2008, we entered into an amendment (the "Credit Facility Amendment") to our secured credit facility with Bank of America (as may be amended from time-to-time, the "Credit Facility") to, among other things, permit the consummation of the Exchange Offer. See "The Credit Facility Amendment."

        On November 26, 2008, we entered into a further amendment to the Credit Facility as described in our Current Report on Form 8-K filed on December 2, 2008. Copies of this amendment and the Credit Facility Amendment are filed as Exhibits 10.37 and 10.36, respectively, to the registration statement of which this prospectus forms a part.

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Litigation

        A case has been filed in the United States District Court, Central District of California, Riverside, titled Jesse Browder et al v. Fleetwood Enterprises,  Inc., in which plaintiffs allege a variety of claims relating to Fleetwood's method of installing blown-in ceiling insulation in its manufactured homes. The District Court issued an order on September 4, 2008 granting plaintiffs' motion for class certification. It is not possible at this time to properly assess the risk of an adverse verdict or the magnitude of any possible exposure with respect to this matter, but we intend to vigorously challenge the class certification and the merits of plaintiffs' claims.

Plant Closings

        On October 10, 2008, we announced that we are relocating motor home production from our plant in Paxinos, Pennsylvania, to our plants in Decatur, Indiana. The Paxinos manufacturing facility, which builds Class A gas and Class C products, will cease operations effective early December 2008. The full line of products currently built in Paxinos will be transferred to the Decatur manufacturing complex, which currently builds Class A diesel products, during our fiscal third quarter. We expect to recognize costs of approximately $2.2 million related to the consolidation in the second quarter of fiscal 2009, with an additional $2.0 million in the third quarter of fiscal 2009. Any potential impairment charges on the Paxinos plant are being evaluated. Ongoing savings are estimated to approach $1.5 million per quarter beginning with the fourth quarter of fiscal 2009. Cash generated by a permanent reduction to working capital by the end of the third quarter of fiscal 2009 is expected to more than offset the costs of the consolidation.

        On November 24, 2008, we announced the consolidation of several manufacturing facilities in coordinated actions designed to match current production to market demand and improve capacity utilization. In particular, we announced the closures at our manufactured housing plants in Woodland, California; Auburndale, Florida; Willacoochee, Georgia; Benton, Kentucky; and Pembroke, North Carolina. We further announced that all of these plants will work through the orders they currently have and will begin transitioning production to some of the remaining 13 Fleetwood Housing Group facilities. We expect that these plants will close within approximately 60 days of the date of announcement. We also announced that our Trendsetter Homes plant in Douglas, Georgia, which is one of two producing modular housing, would also be closed, effective immediately. Impending closure announcements were also made at Fleetwood's travel trailer manufacturing centers in Crawfordsville, Indiana and Mexicali, Mexico. After the transition, all of our travel trailers and fifth wheels will be produced in our three existing plants in Ohio and Oregon. In a further effort to reduce expenses, we are suspending the company match of participant contributions to our 401(k) retirement plan and similar subsidies to the related Deferred Compensation Alternative Plan for management. Additionally, we announced that we will take the actions necessary to ensure that the corporate resources in support of our reduced manufacturing operations are appropriately sized. Our capacity utilization is expected to improve as a result of the above actions, and fixed expenses are estimated to be reduced by at least $40 million on an annualized basis.

NYSE Continued Listing

        On, October 28, 2008, we received formal notification from NYSE Regulation, Inc. that we were not in compliance with Rule 802.01C of the NYSE's Listed Company Manual, which requires that our common stock trade at a minimum average closing price of $1.00 over a consecutive 30 trading-day period for continued listing on the NYSE. Under the NYSE continued listing standards, we must return to compliance with the $1.00 average share price standard within six months of receipt of such notice to avoid delisting. We are pursuing various solutions to satisfy the continued listing standard, including successful completion of the Exchange Offer and the satisfactory resolution in December 2008 of any Old Debenture repurchase obligations. In addition, we are continuing to develop and complete ongoing restructuring initiatives to improve operations and further reduce costs.

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The Exchange Offer

        We have summarized the terms of the Exchange Offer in this section. Before you decide whether to tender your Old Debentures in the Exchange Offer, you should read the detailed description of the Exchange Offer in the section entitled "The Exchange Offer."

Securities Offered	Up to $103,000,000 aggregate principal amount of New Notes and up to 14,000,000 Shares.
Exchange Offer	We are offering to exchange up to $103,000,000 aggregate principal amount of New Notes and up to 14,000,000 Shares, for any and all Old Debentures validly tendered and accepted in accordance with the terms and subject to the conditions set forth in this prospectus and in the related letter of transmittal. You may tender your Old Debentures for exchange by following the procedures described in the section of this prospectus entitled "The Exchange Offer."
	For each $1,000 principal amount of Old Debentures that we accept in the Exchange Offer, you will, upon the terms and subject to the conditions set forth in this prospectus and the related letter of transmittal, receive $1,030 principal amount of New Notes bearing interest at a combined rate of 14%, and a number of Shares equal to the quotient obtained by dividing (a) by (b), where (a) is the quotient obtained by dividing (i) the Maximum Shares Value ($10.5 million) by (ii) the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater, and (b) is $100,000. We will also pay cash for any accrued and unpaid interest, as of the day before the Expiration Date, on any Old Debentures accepted in the Exchange Offer.
	The Old Debentures may only be tendered in a minimum of $1,000 principal amount and integral multiples of $1,000.
Conditions to the Exchange Offer	The Exchange Offer is subject to certain conditions including, among others, the effectiveness of the registration statement of which this prospectus forms a part. There is also the Minimum Tender Condition, which means that at least 33.5% of the aggregate principal amount outstanding of the Old Debentures must have been validly tendered and not withdrawn. Except for the requirements of applicable U.S. federal and state securities laws, we know of no federal or state regulatory requirements to be complied with or approvals to be obtained by us in connection with the Exchange Offer which, if not complied with or obtained, would have a material adverse effect on us. See "The Exchange Offer—Conditions to Completion of the Exchange Offer."
Expiration Date; Extension; Termination of the Exchange Offer	The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on December 11, 2008, or

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	any subsequent time or date to which the Exchange Offer is extended. We may extend the Expiration Date or amend any of the terms or conditions of the Exchange Offer for any reason. In the case of an extension, we will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date. If we extend the Expiration Date, you must tender your Old Debentures on or prior to the date identified in the press release or public announcement if you wish to participate in the Exchange Offer. In the case of an amendment to any of the terms or conditions of the Exchange Offer, we will issue a press release or other public announcement. We have the right to:
	•	extend the Expiration Date and retain all tendered Old Debentures, subject to your right to withdraw your tendered Old Debentures; and
	•	waive any condition (to the extent waivable by us) in our reasonable discretion or otherwise amend any of the terms or conditions of the Exchange Offer in any respect.
Procedures for Tendering Old Debentures	In order to exchange Old Debentures, you must tender the Old Debentures together with a properly completed letter of transmittal and the other agreements and documents described in the letter of transmittal. If you own Old Debentures held through a broker, dealer, commercial bank, trust company or other nominee, you will need to follow the instructions in the letter of transmittal on how to instruct them to tender the Old Debentures on your behalf, as well as submit a letter of transmittal and the other agreements and documents described in this prospectus. We will determine in our reasonable discretion whether any Old Debentures have been validly tendered. Old Debentures may be tendered by electronic transmission of acceptance through DTC's ATOP for transfer or by delivery of a signed letter of transmittal pursuant to the instructions described therein. Custodian entities that are participants in DTC should tender Old Debentures through DTC's ATOP, by which the custodial entity and the beneficial owner on whose behalf the custodial entity is acting agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP. Please carefully follow the instructions contained in this prospectus on how to tender your Old Debentures. We describe the procedures for participating in the Exchange Offer in more detail in the section titled "The Exchange Offer—Procedures for Tendering Old Debentures."
	Please do not send letters of transmittal to us. You should send letters of transmittal to the Exchange Agent, at its office set forth on the back cover of this prospectus or in the letter of transmittal. The Information Agent can answer your questions regarding how to tender your Old Debentures.

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Acceptance of Old Debentures and Delivery of the New Notes and Shares	Upon satisfaction or waiver of all of the conditions to the Exchange Offer, all Old Debentures properly tendered to the Exchange Agent by 5:00 p.m., New York City time, on the Expiration Date will be accepted for exchange. The New Notes and Shares will be delivered promptly after the Expiration Date. See "The Exchange Offer—Acceptance of Old Debentures for Exchange; Delivery of New Notes and Shares."
Guaranteed Delivery Procedures	If you wish to tender your Old Debentures and your Old Debentures are not immediately available or you cannot deliver your Old Debentures, the letter of transmittal or any other documents required by the letter of transmittal or to comply with the applicable procedures under DTC's ATOP prior to 5:00 p.m., New York City time, on the Expiration Date, you must tender your Old Debentures according to the guaranteed delivery procedures set forth in this prospectus under the section entitled "The Exchange Offer—Guaranteed Delivery Procedures."
Withdrawal Rights	Except as otherwise restricted pursuant to a Tender Agreement, you may withdraw tendered Old Debentures at any time prior to 5:00 p.m., New York City time, on the Expiration Date. You must send a written withdrawal notice to the Exchange Agent, or comply with the appropriate procedures of DTC's ATOP. If you change your mind, you may re-tender your Old Debentures by again following the tender procedures on or before 5:00 p.m., New York City time, on the Expiration Date.
Certain United States Tax Consequences	The exchange of Old Debentures for New Notes generally will be a taxable exchange for United States federal income tax purposes, unless the Exchange Offer qualifies as a recapitalization under the Internal Revenue Code which we believe is unlikely. However, to the extent that Old Debentures are exchanged for Shares, such exchange should be treated as a tax-free recapitalization. See "Certain United States Federal Income Tax Consequences."
Accounting Treatment	We will derecognize the carrying amount of any Old Debentures that are exchanged and will recognize the New Notes and Shares at amounts equal to their fair values. Any difference between the fair value of the New Notes and the carrying value of the Old Debentures will be recorded as a gain or loss on extinguishment of the Old Debentures. Also, we expect that we will incur expenses of approximately $5 million, based on estimated legal, dealer-manager, trustee, printing and other expenses associated with the Exchange Offer. These expenses will be deferred and amortized over the term of the related New Notes.

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Information Agent	MacKenzie Partners, Inc.
Exchange Agent	The Bank of New York Mellon Trust Company, N.A.
Dealer-Manager	Barclays Capital Inc.
Risk Factors	You should carefully consider the matters described in this prospectus under "Risk Factors," and the documents incorporated by reference into this prospectus.
Use of Proceeds	We will not receive any cash proceeds from the Exchange Offer. The Old Debentures that are validly tendered and exchanged pursuant to the Exchange Offer will be retired and canceled.
No Appraisal Rights	Holders of Old Debentures do not have dissenters' rights of appraisal in connection with the Exchange Offer.
Fees and Expenses	We will pay all fees and expenses associated with the Exchange Offer, other than any commissions or concessions of any broker or dealer.
New Notes
Issuer	Fleetwood Enterprises, Inc., a Delaware corporation.
New Notes Offered	Up to $103,000,000 aggregate principal amount of New Notes under a new indenture (the "New Indenture") to be entered into with Deutsche Bank Trust Company Americas as trustee, prior to the issuance of the New Notes.
Maturity	December 15, 2011.
Interest Rate	The New Notes will bear interest at a combined rate of 14%, consisting of Cash Interest at the rate of 5% per annum and PIK Interest at a rate of 9% per annum.
Interest Payment Dates	Interest will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2009.
Ranking	The New Notes will:
	•	be senior obligations of the Company;
	•	rank equally in right of payment with all existing and any future unsecured senior indebtedness and other unsecured senior obligations of the Company and will be effectively junior to all existing and future secured senior indebtedness and other secured senior obligations of the Company to the extent of the priority and value of the liens securing such indebtedness;
	•	be senior in right of payment to all existing and any future subordinated indebtedness of the Company; and
	•	be effectively subordinated to all liabilities (including trade payables) and preferred stock of each subsidiary of the Company that is not a guarantor.

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Security	The New Notes will:
	•	be secured by a first-priority security interest (subject to permitted liens) in certain real property owned by certain of our subsidiaries that will guarantee the New Notes with an anticipated value between $19.25 million and $20 million, as more fully described under "Description of New Notes—Collateral"; and
	•	be secured by a second-priority security interest (subject to permitted liens) in certain real property owned by certain of our subsidiaries that will guarantee the New Notes and constituting collateral for the Credit Facility with an appraised value of $58,200,000, based upon appraisals obtained between 2003 and 2008, as more fully described under "Description of New Notes—Collateral" and will be effectively subordinated to the Credit Facility (due to current economic conditions and the subordinated nature of some of the real estate security for the New Notes, the security for the New Notes may be limited in value to the holders as described in more detail under "Risk Factors—Risks Relating to the New Notes and Shares").
Guarantees	Each of our subsidiaries that is a borrower or that guarantees the obligations under our Credit Facility will jointly, severally and unconditionally guarantee the New Notes on an unsecured senior subordinated basis. The following subsidiaries are guarantors of the New Notes: Fleetwood Holdings, Inc.; Fleetwood General Partner of Texas, Inc.; Fleetwood Homes Investment, Inc.; Fleetwood Homes of Arizona, Inc.; Fleetwood Homes of California, Inc.; Fleetwood Homes of Florida, Inc.; Fleetwood Homes of Georgia, Inc.; Fleetwood Homes of Idaho, Inc.; Fleetwood Homes of Indiana, Inc.; Fleetwood Homes of Kentucky, Inc.; Fleetwood Homes of North Carolina, Inc.; Fleetwood Homes of Oregon, Inc.; Fleetwood Homes of Pennsylvania, Inc.; Fleetwood Homes of Tennessee, Inc.; Fleetwood Homes of Texas, L.P.; Fleetwood Homes of Virginia, Inc.; Fleetwood Homes of Washington,  Inc.; Fleetwood International, Inc.; Fleetwood Canada Ltd.; Fleetwood Motor Homes of California, Inc.; Fleetwood Motor Homes of Indiana, Inc.; Fleetwood Motor Homes of Pennsylvania, Inc.; Fleetwood Travel Trailers of California, Inc.; Fleetwood Travel Trailers of Indiana, Inc.; Fleetwood Travel Trailers of Kentucky, Inc.; Fleetwood Travel Trailers of Maryland, Inc.; Fleetwood Travel Trailers of Ohio, Inc.; Fleetwood Travel Trailers of Oregon, Inc.; Fleetwood Travel Trailers of Texas, Inc.; Gold Shield, Inc.; Gold Shield of Indiana, Inc.; Hauser Lake Lumber Operations, Inc.; and Continental Lumber Products, Inc.

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Change of Control	Upon the occurrence of a Change of Control, as more fully described under "Description of New Notes—Change of Control", the Company will be required to offer to purchase the New Notes at a purchase price of 100% of their principal amount plus any unpaid interest to the applicable purchase date.
Certain Covenants	The New Indenture contains covenants that, among other things, limit our ability and the ability of our subsidiaries to make restricted payments, enter into transactions with affiliates, incur additional indebtedness or issue preferred stock of subsidiaries, allow limitations on dividend and other payment restrictions affecting subsidiaries, conduct asset sales, create certain liens, conduct sale-lease back transactions, merge, consolidate or sell substantially all assets, allow an impairment of the security interest in the collateral for the New Notes, or amend our credit facilities. We will also be required to make an offer to repurchase the New Notes upon an event of loss or an asset sale, to provide reports to the trustee and, under certain circumstances, to provide additional guarantees.
	These covenants are subject to important exceptions and qualifications that are described under "Description of Notes".
	The Old Debentures do not benefit from comparable covenants.
Redemption	We may redeem the New Notes at any time for cash at 100% of the principal amount of the New Notes plus any unpaid interest to the applicable redemption date.
Absence of Public Market	The New Notes will be new securities for which there will not initially be a market. Accordingly, we cannot assure you whether a trading market for the New Notes will develop, and if one develops, the liquidity of any such trading market. We do not intend to apply for a listing of the New Notes on any securities exchange or automated dealer quotation system.
Shares
Issuer	Fleetwood Enterprises, Inc., a Delaware corporation.
Shares Offered	Up to 14,000,000 Shares (the specific number of Shares to be issued in the Exchange Offer will be equal to the quotient obtained by dividing (i) the Maximum Shares Value ($10.5 million) by (ii) the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater).
Transferability	The Shares will be freely transferable.
Listing	We intend to apply for the Shares to be listed on the NYSE.

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Summary of Differences Between the Old Debentures and the New Notes

        A summary of the differences between the Old Debentures and the New Notes is set forth below. This summary is qualified in its entirety by the information contained in this prospectus and the documents governing the Old Debentures and the New Notes, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part. For more detailed descriptions of the New Notes, see the section of this prospectus entitled "Description of the New Notes."

	OLD DEBENTURES		NEW NOTES
Title	5% Convertible Senior Subordinated Debentures due 2023.		14% Senior Secured Notes due 2011.
Amount of securities	$100,000,000 in aggregate principal amount, and, 8,503,400 shares of common stock issuable upon conversion, subject to adjustment.		Up to $103,000,000 in aggregate principal amount to be issued in the Exchange Offer.
Maturity	December 15, 2023, unless earlier converted, redeemed by us at our option or repurchased by us at your option.		December 15, 2011, unless earlier redeemed by us at our option.
Interest	5.00% per year. Interest is payable semiannually in arrears on June 15 and December 15 of each year.		Interest will accrue beginning on the issue date of the New Notes, at a combined rate of 14% per annum, consisting of Cash Interest accruing at the rate of 5% per annum and PIK Interest accruing at the rate of 9% per annum. Interest will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing March 15, 2009.
Conversion Rights	Holders of the Old Debentures may convert their Old Debentures into shares of our common stock prior to the close of business on their stated maturity date under any of the following circumstances:		None.
	•	during any fiscal quarter if the closing sale price per share of our common stock for a period of at least 20 consecutive trading days during the 30-consecutive-trading-day period ending on the last day of the preceding fiscal quarter is more than 120% of the conversion price per share in effect on such last day of such fiscal quarter;
	•	during the five-consecutive-trading-day period immediately after any five-consecutive-trading-day period in which the trading price per $1,000 principal amount of the Old Debentures for

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	OLD DEBENTURES		NEW NOTES
		each day of such five-day period is less than 98% of the conversion value; provided, however, that the Old Debentures will not be convertible pursuant to this clause after December 15, 2021, if on any trading day during such five-day period the market price of our common stock is between 100% and 120% of the then-current conversion price of the Old Debentures, which we refer to as the "debenture price conditions";
	•	if we have called the Old Debentures for redemption; or
	•	upon the occurrence of specified corporate transactions.
	The conversion rate will equal 85.0340 shares of our common stock per $1,000 principal amount of Old Debentures (equivalent to an initial conversion price of approximately $11.76 per share of our common stock), subject to (i) adjustment under certain circumstances and (ii) our right to satisfy all or part of our conversion obligation in cash. The conversion rate (and the conversion price) will not be adjusted for accrued interest, if any.
Ranking/Security	The Old Debentures are unsecured and:		The New Notes will:
	•	subordinated in right of payment to all of our existing and future senior indebtedness;	•	be secured by a first-priority security interest (subject to permitted liens) in certain real property owned by certain of our subsidiaries that will guarantee the New Notes with an anticipated value between $19.25 million and $20 million, as more fully described under "Description of New Notes—Collateral";
	•	equal in right of payment to any future indebtedness that provides it is on a parity with the Old Debentures;	•	be secured by a second-priority security interest (subject to permitted liens) in certain real property owned by certain of our subsidiaries that will guarantee the New Notes and constituting collateral for the Credit Facility with an appraised value of $58,200,000, based upon appraisals obtained between 2003 and 2008, as more fully described under

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	OLD DEBENTURES		NEW NOTES
				"Description of New Notes—Collateral" and will be effectively subordinated to the Credit Facility (due to current economic conditions and the subordinated nature of some of the real estate security for the New Notes, the security for the New Notes may be limited in value to the holders as described in more detail under "Risk Factors—Risks Relating to the New Notes and Shares");
	• •	senior in right of payment to our existing and future junior subordinated indebtedness, including our obligations under our subordinated debentures underlying the convertible trust preferred securities and our guarantee of payment obligations on the convertible trust preferred securities; and effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of any of our existing or future subsidiaries.	• • • • •	be unconditionally guaranteed on a unsecured subordinated basis by certain of our subsidiaries; be senior obligations of the Company; rank equally in right of payment with all existing and any future unsecured senior indebtedness and other unsecured senior obligations of the Company and will be effectively junior to all secured senior indebtedness and other secured senior obligations of the Company to the extent of the priority and value of the liens securing such indebtedness; be senior in right of payment to all existing and any future subordinated indebtedness of the Company; and be effectively subordinated to all liabilities (including trade payables) and preferred stock of each subsidiary of the Company that is not a guarantor.
Sinking Fund	None.		None.
Optional Redemption	We may not redeem the Old Debentures prior to December 15, 2008. Thereafter, we may redeem the Old Debentures, in whole or in part, for cash at 100% of the principal amount of the Old Debentures plus accrued and unpaid interest (including additional amounts, if any) to, but excluding, the redemption date.		We may redeem the New Notes at any time for cash at 100% of the principal amount of the New Notes plus any unpaid interest to the applicable redemption date.

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	OLD DEBENTURES	NEW NOTES
Optional Repurchase Right of Holders	Holders of the Old Debentures may require us to repurchase all or a portion of their Old Debentures on December 15, 2008, December 15, 2013, and December 15, 2018 at a repurchase price equal to 100% of the principal amount of the Old Debentures plus any accrued and unpaid interest thereon (including additional amounts, if any) to, but excluding, the repurchase date. We may elect to pay the repurchase price in cash, our common stock or a combination thereof.	Upon the occurrence of a change of control, an event of loss or an asset sale, the Company will be required to offer to purchase the New Notes at a purchase price of 100% of their principal amount plus any unpaid interest to the applicable purchase date.    These provisions are subject to important thresholds, exceptions and qualifications that are described under "Description of New Notes—Repurchase at Option of Holders".
Guarantees	None.	Each of our subsidiaries that is a borrower or that guarantees the obligations under our Credit Facility will jointly, severally and unconditionally guarantee the New Notes on an unsecured senior subordinated basis.
Certain Covenants	The Old Debentures contain certain covenants requiring the Company, among other things, to provide reports and certain information to the trustee.	The New Indenture contains covenants that, among other things, limit our ability and the ability of our subsidiaries to make restricted payments, enter into transactions with affiliates, incur additional indebtedness or issue preferred stock of subsidiaries, allow limitations on dividend and other payment restrictions affecting subsidiaries, conduct asset sales, create certain liens, conduct sale-lease back transactions, merge, consolidate or sell substantially all assets, allow an impairment of the security interest in the collateral for the New Notes, or amend our credit facilities. We will also be required to make an offer to repurchase the New Notes upon an event of loss or an asset sale, to provide reports to the trustee and, under certain circumstances, to provide additional guarantees.
		These covenants are subject to important exceptions and qualifications that are described under "Description of Notes—Certain Covenants".

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	OLD DEBENTURES	NEW NOTES
Events of Default	If there is an event of default on the Old Debentures, the principal amount of the Old Debentures, plus accrued and unpaid interest thereon (including additional amounts, if any) to the date of acceleration may be declared immediately due and payable, subject to certain conditions set forth in the indenture. These amounts automatically become due and payable in the case of certain types of bankruptcy or insolvency events of default involving us.	If there is an event of default on the New Notes, as more fully described under "Description of Notes—Events of Default and Remedies", the principal amount of the New Notes, plus accrued and unpaid interest thereon to the date of acceleration may be declared immediately due and payable, subject to certain conditions set forth in the indenture. These amounts automatically become due and payable in the case of certain types of bankruptcy or insolvency events of default involving us.

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RISK FACTORS

Before you participate in the Exchange Offer, you should carefully consider the risks described below. You should also consider the other information included or incorporated by reference in this prospectus before deciding whether to participate in the Exchange Offer.

Risks Relating to the Company

We have significant demands on our liquidity while current economic and credit conditions are severely affecting our operations, including the possible need to repurchase the Old Debentures in December 2008.

        We are experiencing demands on our available cash, including current and anticipated future losses from operations, as well as expected costs of rationalizing our operations and restructuring our indebtedness. These demands will be further exacerbated through the winter months as we experience seasonal slowing in our businesses. Current economic conditions are severely affecting our operations. These conditions have been marked by restrictions on available credit, rising commodity prices, especially for motor vehicle fuel, and weak consumer confidence. Demand for recreational vehicles in particular has contracted significantly over the past four months, affecting us and our competitors throughout that industry. As a result, dealers are reducing their inventories and competitive pressures are adversely affecting revenues and margins. We do not anticipate any meaningful improvement in these conditions for the foreseeable future.

        In addition, holders of our Old Debentures have the right to require us to repurchase Old Debentures on December 15, 2008, at a price of 100% of the aggregate principal amount of the Old Debentures plus accrued and unpaid interest. Although we have elected under the Repurchase Obligation Offer to pay the repurchase price by issuing shares of our common stock, if the arithmetic average of the Volume Weighted Average Price of our common stock during the 20-trading-day period ending December 12, 2008 were to be below approximately $0.52 per share (based on the number of shares of our common stock authorized, outstanding and reserved for issuance as of December 5, 2008, but not including any Shares reserved for issuance in the Exchange Offer), we would not have sufficient authorized shares to repurchase all outstanding Old Debentures with our common stock. In addition, our ability to use our common stock to satisfy such repurchase obligations is subject to certain conditions precedent as set forth in the indenture governing the Old Debentures. Additionally, in the event that we are unable to satisfy the conditions precedent to using common stock to satisfy such repurchase obligations, we would be required to satisfy such obligations in cash. We do not currently anticipate having sufficient cash to repurchase the Old Debentures in cash. Furthermore, to the extent that there is greater participation in the Repurchase Obligation Offer and more shares of our common stock are issued therein, there will be greater equity dilution causing a likelihood of greater pressure on the trading price of our common stock.

        If we were unable to satisfy our repurchase obligations, we would be in default under the indenture governing the Old Debentures. Upon default, the holders of the Old Debentures would have the right to accelerate the maturity of the Old Debentures and sue for the amount owed under the Old Debentures. A default under the indenture governing the Old Debentures would also constitute a default under the Credit Facility and under the indenture governing the New Notes which could lead to the lenders under the Credit Facility and holders of the New Notes pursuing their remedies, including the possible foreclosure on certain of our real property pledged as collateral. In that event, we may be required to take steps to obtain protection from our creditors in a bankruptcy proceeding.

        Furthermore, as a result of the subordination provisions of the Old Debentures, we would be prevented from making payments on the Old Debentures upon the occurrence of certain defaults under the Credit Facility and, upon any distribution to our creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or our property, the holders of our senior debt,

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including the lenders under our Credit Facility and the holders of the New Notes, will be entitled to be paid in full in cash before any payment may be made with respect to the Old Debentures. In addition, the Old Debentures are effectively subordinated to liabilities of our subsidiaries, including the indebtedness of our subsidiaries represented by borrowings and guarantees by them under the Credit Facility and the Guarantees by them of the New Notes and, in the event of a bankruptcy, liquidation, reorganization or similar proceeding of any of our subsidiaries, creditors of our subsidiaries will generally be entitled to payment of their claims, including with respect to such borrowings and guarantees, from the assets of those subsidiaries before any assets are made available for distribution to us. The application by us of any such distribution that we might receive would in turn be subject to the subordination provisions of the Old Debentures discussed above.

If for any reason we are unable to satisfy our obligation to repurchase Old Debentures that are put to us on December 15, 2008, we will be in default under certain of the indenture provisions governing the Old Debentures and, accordingly, the Credit Facility. These circumstances raise substantial doubt about our ability to continue as a going concern.

        As more fully described in the immediately preceding risk factor, we elected to repurchase Old Debentures that can be put to us on December 15, 2008 by issuing shares of our common stock in settlement. Our ability to satisfy such repurchase obligation will depend on a number of factors including, among others, the principal amount of Old Debentures that participate in the Repurchase Obligation Offer and the price of our common stock during the 20 trading days immediately preceding December 12, 2008. Our stock price has declined significantly in recent weeks, and this could affect our ability to repurchase Old Debentures with shares of common stock. If we are unable to satisfy such repurchase obligation, we will be in default under certain indenture provisions governing the Old Debentures, and as a result we will also be in default under the Credit Facility. Due to these conditional circumstances, the report of Ernst & Young, dated November 25, 2008, accompanying this registration statement contains a qualification that there is substantial doubt about our ability to continue operations as a going concern.

We have had significant losses over the last eight fiscal years and might not be able to regain consistent profitability in the foreseeable future.

        We have reported a net loss in each fiscal year since 2001 and expect substantial negative operating cash flows in the future. Unless we are able to achieve consistent profitability and positive cash flows, we will have to reduce our expenditures on capital improvements, machinery and equipment, and research and development, which we expect would have a negative effect on our sales and margins.

Recent weakness in the recreational vehicle market and ongoing weakness in the manufactured housing market may continue to reduce the demand for our products.

        In the last two years, the recreational vehicle market has weakened in response to lower consumer confidence, volatile fuel prices, and higher interest rates. In recent months, record fuel prices and tighter retail credit have seriously exacerbated the intermediate term challenges for the market. The manufactured housing market has been in a prolonged slump that was initiated by undisciplined lending practices within the industry in the late 1990s, followed in recent years by tough competition from liberal financing of site-built homes. Additionally, the long-term effects from the fallout in the subprime mortgage sector, including depressed prices and an increased number of foreclosures of site-built homes, are likely to continue to reduce demand for our products. Ongoing weakness in both our principal industries would limit our growth opportunities and have a negative effect on future sales and profitability.

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Global tensions and fuel shortages, higher fuel prices and rising interest rates are having a negative effect on consumer confidence and in turn are diminishing sales of our products, particularly recreational vehicles.

        Gasoline or diesel fuel is required for the operation of motor homes and vehicles used to tow travel trailers. Prices for these petroleum products have risen recently and, particularly in view of increased international tensions and increased global demand for oil, there can be no assurance that the supply of these products will continue uninterrupted, that rationing will not be imposed, or that the price of, or tax on, these products will not significantly increase in the future. Increases in fuel prices and speculation about potential fuel shortages, combined with rising interest rates, are having an unfavorable effect on consumer confidence and on the demand for recreational vehicles. Increases in the price of oil can also result in increases in the price of many of the components in our products.

Availability and cost of financing for our retailers or retail customers, particularly in our manufactured housing business, could continue to constrain our sales.

        Our dealers, as well as retail buyers of our products, generally secure financing from independent lenders, which, particularly in the case of manufactured housing, have been negatively affected by adverse loan experience. Several national retail and wholesale lenders have withdrawn from the manufactured housing finance business in recent years, and GE recently notified manufactured housing dealers that effective December 6, 2008 it is suspending any further approvals of floor plan financing for manufactured housing product until further notice (although GE indicated in the notice that it hoped this action would be temporary). GE had previously withdrawn from retail lending on most recreational vehicles and other leisure products. In addition, Key Bank recently withdrew from the RV inventory finance business. As a result of these events and other indications, we anticipate that lenders will tighten their lending terms. Reduced availability of such financing and higher interest rates have had, and continue to have, an adverse effect on the manufactured housing and recreational vehicle industries and on our sales and margins. Availability of financing depends on the lending practices of financial institutions, financial and credit markets, government policies, and economic conditions, all of which are beyond our control. In the current environment, financing for the purchase of manufactured homes is often more difficult to obtain than conventional home mortgages, and interest rates for manufactured homes are generally higher and the terms of the loans shorter than for site built homes. In the RV business, access to home equity to help finance purchases has become more difficult for retail buyers, and a continuation of depressed real estate prices and stringent home equity lending will further reduce recreational vehicle sales in the future. There can be no assurance that affordable wholesale or retail financing for either manufactured homes or recreational vehicles will be available on a widespread basis in the future.

We may be unable to comply in the future with financial tests and covenants in our senior secured credit facility, which could result in a default under that facility, in which event our lenders could accelerate our debt or take other actions that could restrict our ability to operate.

        In January 2007, we announced the early renewal and extension of the Credit Facility. If business and economic conditions were to result in the deterioration of our liquidity and our operating results, we could be in breach of the covenants under the Credit Facility and the lenders could declare a default. The Credit Facility has been amended numerous times since we first entered into it in 2001 to reset financial requirements to prevent potential covenant breaches, most recently again on November 26, 2008.

        Under the Credit Facility, as amended, we are subject to a financial performance covenant that applies if our average monthly liquidity, defined as cash, cash equivalents, and unused borrowing capacity, falls below $45 million for any calendar month or if liquidity falls below $25 million on any one day. In the event that we do not meet this minimum test, our EBITDA minus fixed charges may

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not exceed certain loss thresholds which will vary over the remaining term of the Credit Facility. Additionally, we are subject to a minimum liquidity covenant that requires that liquidity not fall below $25 million for more than three consecutive business days. A breach of the covenants could result in the lenders accelerating the obligations under the Credit Facility, which could also lead to a default under the indenture governing the Old Debentures, the New Indenture and our capital lease obligations. In the event of a breach of the Credit Facility, we cannot be certain that our lenders will agree to refrain from enforcing any remedies otherwise available to them or that they will grant us any further waivers or amendments to the covenants.

        Our Credit Facility ranks senior to the Old Debentures and the 6% convertible subordinated debentures and is effectively senior to the New Notes to the extent of the priority and value of the liens securing our Credit Facility. Our Credit Facility is secured by substantially all of our assets, including certain real property securing the New Notes and some of our other real property. Upon the occurrence of an event of default, our lenders could elect to declare all amounts outstanding under the Credit Facility, together with accrued interest, to be immediately due and payable. If we were unable to repay or refinance all outstanding balances, the lenders could exercise their rights to our assets pledged as collateral. Any proceeds realized upon the sale of such assets securing our Credit Facility would be used first to satisfy all amounts outstanding under the Credit Facility and, thereafter, any of our other liabilities, including liabilities relating to the New Notes, the Old Debentures and the 6% convertible subordinated debentures.

        Lender actions in the event of default might:

•

result in our lenders' foreclosure of our assets pledged as collateral under the Credit Facility; and

•

cause us to seek protection from our creditors and to reorganize through bankruptcy proceedings or otherwise.

We may not be able to obtain financing in the future, and the terms of any future financings may have a negative effect on our ability to execute our business strategy, and could cause dilution to our shareholders.

        In addition to capital available under the Credit Facility, we anticipate that we will be required to seek additional capital in the future. As discussed below, the ratings on our debt securities recently have been lowered, which we believe will increase the cost to us of any additional financing that we might be able to obtain. We cannot assure you that we will be able to obtain future financings, if needed, on acceptable terms, if at all, and we expect that the terms of any equity financings that we might undertake would cause dilution to our existing shareholders.

        On August 19, 2008, Moody's Investors Service downgraded our corporate family credit and probability of default ratings to Caa3 from Caa1 and downgraded the rating of our convertible trust preferred securities to a rating of Ca from Caa3. Moody's also reaffirmed a negative outlook for us, citing our difficult operating environment resulting from the weak U.S. economy and the weak credit market for retail purchases of RVs and manufactured homes and that despite restructuring activities, including asset sales and the recent equity infusion, the considerable challenges we face to restore a business model that is able to generate positive earnings and cash flow.

        On May 22, 2008, Standard & Poor's reduced the rating on our convertible trust preferred securities to D from CC as a consequence of our decision to defer the May 15, 2008 distribution on such securities. Subsequently, on July 23, 2008, Standard & Poor's revised the rating on our convertible trust preferred securities to C from D, which remained unchanged in a September 10, 2008 report. On September 10, 2008, Standard & Poor's Ratings Services lowered our corporate credit rating to CCC- from CCC+. Concurrently, they also lowered their rating on the Old Debentures to C from CCC- and

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reaffirmed a negative outlook for us. Standard & Poor's indicated that its ratings actions stemmed from heightened liquidity concerns and also cited high gas prices and negative consumer sentiment as causes for suppressing the sale of RVs and the weak housing market as weighing on the sale of factory-built homes. In addition, Standard & Poor's stated that it would lower our rating if we are not successful in our attempt to negotiate an exchange for the Old Debentures and instead elect to redeem a large component of the Old Debentures with cash rather than common stock.

Our businesses are both cyclical and seasonal, which can lead to fluctuations in our operating results.

        The industries in which we operate are highly cyclical, as well as seasonal, and there can be substantial fluctuations in our manufacturing shipments, retail sales, and operating results, and the results for any prior period may not be indicative of results for any future period. Companies within both the manufactured housing and recreational vehicle industries are subject to volatility in operating results due to external factors such as economic, demographic, and political changes.

        Factors affecting both industries include:

•

interest rates, tight credit standards, terms and the availability of financing;

•

general economic conditions (including consumer confidence, unemployment and inflation);

•

inventory levels of dealers and manufacturers;

•

availability and prices of commodities;

•

availability of manufactured home sites;

•

defaults by retail customers resulting in repossessions;

•

apartment vacancies and rents;

•

international tensions and hostilities;

•

overall consumer confidence and the level of discretionary consumer spending; and

•

fuel availability and prices.

        We cannot provide assurance that the factors that are currently adversely affecting our businesses will not continue to have an adverse effect in the future.

        Our businesses are also seasonal, which can lead to fluctuations in our operating results. We have experienced, and expect to continue to experience, significant variability in sales, production, and operating results as a result of seasonality in our businesses. Demand for manufactured housing and recreational vehicles generally declines during the winter season, while sales and profits in both industries are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some markets may delay the timing of purchases and shipments from one quarter to another.

Increased costs, including costs of component parts and labor, could reduce our operating income.

        The availability and pricing of manufacturing components, including commodities and labor, as well as changes in labor practices, may significantly affect our results of operations. Changes in labor rates and practices, including changes resulting from union activity, could significantly affect our costs and thereby reduce our operating income. Any failure to offset increases in our manufacturing costs could have an adverse effect on our margins, operating income, and cash flows. Even if we were able to offset higher manufacturing costs by increasing the sales prices of our products, the realization of any such increases often lags behind the rise in manufacturing costs, especially in our manufactured housing

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operations, due in part to our commitment to give our retailers price protection with respect to previously placed customer orders.

Our repurchase agreements with floorplan lenders could result in increased costs.

        In accordance with customary practice in the manufactured housing and recreational vehicle industries, we enter into repurchase agreements with various financial institutions pursuant to which we agree, in the event of a default by an independent retailer in its obligation to these credit sources, to repurchase product at declining prices over the term of the agreements, typically 12, 18 or 24 months. The difference between the repurchase price, plus any refurbishment costs, and the price at which the repurchased product can then be resold, which is typically at a discount to the original sale price, represents a financial expense to us. A requirement to repurchase a large number of manufactured homes or recreational vehicles in the future could decrease our sales and increase our costs, which could have a negative effect on our earnings and working capital.

        The current tightened credit standards by lenders and more aggressive attempts to accelerate collection of outstanding accounts with dealers could result in an increase in defaults by dealers and consequently an increase in repurchase obligations on our part. We currently expect that our repurchase activity will be higher than has historically been the case. Additionally, it may be necessary to offer greater discounts in order to relocate such product to alternative dealers during current market conditions. During fiscal 2008, we repurchased 65 manufactured homes and 94 recreational vehicles at an aggregate gross purchase price of $4.8 million, incurring a loss after resale of approximately $730,000, compared to repurchases during fiscal 2007 of 57 manufactured homes and 39 recreational vehicles at an aggregate purchase price of $2.4 million, and a loss after resale of approximately $744,000.

        During the first six months of fiscal 2009, we repurchased 16 manufactured homes and 58 recreational vehicles at an aggregate gross purchase price of $1.9 million, incurring a loss after resale of approximately $500,000.

When we introduce new products or enter into new business segments, we may incur expenses or consume liquidity for reasons that we did not anticipate, such as recall expenses, resulting in reduced earnings.

        The introduction of new models is critical to our future success, particularly in our recreational vehicle business. In addition, we have recently increased our exposure to the modular housing and military housing markets. We have additional costs when we introduce new models or enter new business segments, such as initial labor or purchasing inefficiencies, but we may also incur unexpected expenses. For example, we may experience unexpected engineering or design flaws that will force a recall of a new recreational vehicle product or cause a modular product not to be accepted by the customer. In addition, in new business segments, our lack of experience or expertise may cause us to price our products inappropriately given the risk or cost of the venture. The costs resulting from these types of problems could be substantial and have a significant adverse effect on our earnings.

Excess retail inventories of our products, especially in the recreational vehicle industry, and housing repossessions and foreclosures may have a negative effect on our sales and margins.

        The level of manufactured housing and recreational vehicle retail inventories and the existence of repossessed homes in the market can have an adverse effect on manufacturing shipments and operating results. Current conditions have been marked by significant restrictions on available credit, rising commodity prices, especially for motor vehicle fuel, and weak consumer confidence. Demand for recreational vehicles in particular has contracted significantly over the past four months, affecting us and our competitors throughout that industry. As a result, dealers are reducing their inventories, which

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lowers demand for reorders of inventory from us. In turn, we have slowed down production to lower our own inventories and more closely match production to demand, which is adversely affecting our revenues and margins. The continued limited availability of retail financing for manufactured housing and competition from the resale of a large number of repossessed conventional homes due to the recent difficulties in the subprime mortgage market is likely to negatively affect the market for manufactured homes and our operating results.

If the frequency and size of product liability, wrongful death, and other claims against us should increase, our business, results of operations, and financial condition may be harmed.

        We are frequently subject, in the ordinary course of business, to litigation involving products liability and other claims, including wrongful death, against us related to personal injury and warranties. We partially self-insure our products liability claims and purchase excess products liability insurance in the commercial insurance market. We cannot be certain that our insurance coverage will be sufficient to cover all future claims against us. Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause our insurance premiums to rise significantly and may increase the amounts we pay in punitive damages. We are also presently party to two actions in litigation that the plaintiffs have had certified as class actions, and are party to several other actions where plaintiffs are seeking to certify a class. If any of these actions are decided in a manner adverse to us, the resulting liability could be significant. These factors may have a material adverse effect on our results of operations and financial condition. In addition, if these claims rise to a level of frequency or size that is significantly higher than similar claims made against our competitors, our reputation and business will likely be harmed.

The recreational vehicle and manufactured housing industries are highly competitive and some of our competitors have stronger balance sheets and cash flows, as well as greater access to capital, than we do. The relative strength of our competitors could result in lower sales volume for us, which could have an adverse effect on our results of operations and financial condition.

        The recreational vehicle market is highly competitive and has experienced some industry consolidation in recent years. Sales from the five largest manufacturers represented approximately 64% of the retail market in calendar 2007, including our sales, which represented 7.6% of the market. Competitive pressures, especially in the entry-level segment of the market for travel trailers, have resulted in a reduction of margins. Sustained increases in competitive pressures are having an adverse effect on our results of operations. For instance, aggressive discounting by our competitors had an adverse effect on our sales, margins and market share. There can be no assurance that existing or new competitors will not develop products that are superior to our recreational vehicles or that achieve better consumer acceptance, thereby adversely affecting our sales and margins.

        The manufactured housing industry is also highly competitive. As of December 31, 2007, there were approximately 65 manufacturers of homes and fewer than 5,000 active retailers. Based on retail sales, the ten largest manufacturers accounted for approximately 77% of the retail manufactured housing market in calendar 2007, including our sales, which represented 13.8% of the market. Competition with other housing manufacturers is based primarily on price, product features, reputation for service and quality, retail inventory, merchandising, and the terms and availability of wholesale and retail customer financing. Manufacturing capacity currently exceeds retail demand, and continued overcapacity of manufactured housing could lead to greater competition and result in decreased margins, which could have an adverse effect on our results of operations.

        In addition, manufactured homes compete with new and existing site-built homes, apartments, townhouses, and condominiums. With ample availability of construction financing in recent years and the relative ease of securing mortgage financing as a result of low lending standards, interest in such housing increased, reducing the demand for manufactured homes.

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        Manufactured homes also compete with resales of homes that have been repossessed by financial institutions as a result of credit defaults by dealers or customers. Foreclosure rates for conventional homes and manufactured housing are increasing in light of recent difficulties in the subprime mortgage market.

        The manufactured housing industry, as well as the site-built housing development industry, has experienced consolidation in recent years, which could result in the emergence of competitors, including developers of site-built homes that are larger than we are and have greater financial resources than we have. For example, the large conglomerate Berkshire Hathaway has acquired two of our major housing competitors, Clayton Homes and Oakwood Homes, and one of our recreational vehicle competitors, Forest River. These combinations could ultimately strengthen competition in both industries and adversely affect our business.

Changes in consumer preferences for our products or our failure to gauge those preferences could lead to reduced sales and additional costs.

        Consumer preferences for our products in general, and recreational vehicles in particular, are likely to change over time. We believe that the introduction of new features, designs and models will be critical to the future success of our recreational vehicle operations. Delays in the introduction of new models or product features, or a lack of market acceptance of new features, designs, or models, could have a material adverse effect on our business. We may also experience production difficulties, such as inefficiencies in purchasing and increased labor costs, as we introduce new models. We cannot be certain that our new products will not infringe on revenues from existing models and adversely affect our results of operations. There can be no assurance that we will introduce any of these new models or products to the market on time or that they will be successful when introduced.

We have offered and expect to continue to offer financial incentives from time to time that can negatively affect our operating results.

        We may make business decisions that include offering incentives to stimulate the sales of products not adequately accepted by the market, or to stimulate sales of older or obsolete models. These incentives are accounted for as a reduction of net sales and reduce our operating results.

The market for our manufactured homes is heavily concentrated in the southern and western parts of the United States, especially in Florida and California, and a continued decline in demand in those areas could have a material negative effect on sales.

        The market for our manufactured homes is geographically concentrated, with the top 15 states in volume accounting for 75% of our retail sales in calendar 2007. California and the southern, southwest and south central United States account for a significant portion of our manufactured housing sales, with the Texas, Florida and California markets alone accounting for 40% of sales. A downturn in economic conditions in these regions that is worse than that of other regions could have a disproportionately material adverse effect on our results of operations. We have experienced a steep decline in the demand for manufactured homes in recent years in Florida, California, and Arizona. There can be no assurance that the demand for manufactured homes will not continue to decline in those regions or other areas in which we experience significant product sales, resulting in an adverse effect on our results of operations.

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We depend on a small group of suppliers for some of our components, and the loss of any of these suppliers could affect our ability to obtain components at competitive prices, which would lower our sales and margins.

        Most of the materials purchased for our core products are commodity type items and are readily available from multiple sources. Several of our recreational vehicle components, however, are specialty tooled proprietary parts that are single sourced from national suppliers. Although we own the tooling for those parts and could relocate the production, that relocation could lead to higher prices for the parts and delays in production. Motor home chassis are only available from a limited number of suppliers and often need to be ordered well in advance of delivery. Spartan and Freightliner supply diesel-powered chassis, Workhorse Custom Chassis and Ford Motor Company are the dominant suppliers for the Class A and Class C gas chassis, and Chrysler supplies Class C diesel chassis. Shortages, production delays, or work stoppages by any of these suppliers could have a material adverse effect on our sales. If we could not obtain an adequate chassis supply, our sales and margins would suffer.

Zoning regulations affect the number of sites available for our manufactured homes, which in turn can affect our sales.

        Any limitation on the growth of the number of sites available for manufactured homes, or on the operation of manufactured housing communities, could adversely affect our sales. In addition, new product opportunities that we may wish to pursue for our manufactured housing business could cause us to encounter new zoning regulations and affect the potential market for these new products. Manufactured housing communities and individual home placements are subject to local zoning ordinances and other local regulations relating to utility service and construction of roadways. In the past, property owners have resisted the adoption of zoning ordinances permitting the location of manufactured homes in residential areas, and we believe that this resistance has adversely affected the growth of the industry.

Amendments of the regulations governing our businesses could have a material effect on our operations.

        Both our recreational vehicle and manufactured housing businesses are subject to extensive federal and state regulations, including construction and safety standards for manufactured homes and safety and consumer protection laws relating to recreational vehicles. Amendments to any of these regulations and the implementation of new regulations could significantly increase the costs of manufacturing, purchasing, operating, or selling our products and could have an adverse effect on our results of operations. Recently, for example, there have been suggestions in Congressional hearings that the Congress and regulators may seek to impose more stringent laws and regulations regarding the use of products containing formaldehyde, a substance found in numerous building materials, furniture, carpets and curtains, etc.

        Our failure to comply with present or future regulations could result in fines, potential civil and criminal liability, suspension of sales or production, or cessation of operations. In addition, a major product recall could have a material adverse effect on our results of operations.

        Certain U.S. tax laws currently afford favorable tax treatment for the purchase and sale of recreational vehicles that are used as the equivalent of second homes. These laws and regulations have historically been amended frequently, and it is likely that further amendments and additional regulations will apply to us and to our products in the future. Amendments to these and other tax laws and regulations and the implementation of new regulations, including, for instance, changes that affect our ability to utilize our net operating losses, could have an adverse effect on our results of operations.

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        Our operations are subject to a variety of federal and state environmental regulations relating to noise pollution and the use, generation, storage, treatment, emission, and disposal of hazardous materials and wastes. Although we believe that we are currently in material compliance with applicable environmental regulations, our failure to comply with present or future regulations could result in fines, potential civil and criminal liability, suspension of production or operations, alterations to the manufacturing process, costly cleanup, or capital expenditures.

The utilization of our substantial net operating loss carryforward may, under certain circumstances, be subject to limitations which would reduce profits by increasing tax expense.

        At April 27, 2008, Fleetwood had a domestic federal net operating loss carryforward of approximately $375 million. Companies are subject to a change of ownership test under §382 of the Internal Revenue Code that, if met, could limit the annual utilization of the carryforward.

        Generally, under that section, the yearly limitation on Fleetwood to utilize such deductions would be equal to the product of the applicable long term tax exempt rate and the value of Fleetwood's stock immediately before the ownership change. The ability of Fleetwood to utilize depreciation deductions during the five-year period following the ownership change also may be limited under §382, together with NOLs, to the extent that such deductions reflect a net loss that was "built-in" to Fleetwood's assets immediately prior to the ownership change.

        The determination of whether a corporation has undergone an "ownership change" for purposes of §382 is highly complex, but, in general, increases in ownership by those individuals or institutions owning 5% or more (by value) of the corporation's stock (whether by sales or purchases by such 5% holders or by share repurchases or issuances by the corporation) that aggregate to over 50% during any three year period result in an ownership change and, therefore, potentially severely restricts the corporation's ability to utilize its tax loss carryforwards.

        The change of ownership test can be triggered over time by the cumulative effect of certain significant shareholders buying and selling Fleetwood stock, and to that extent is outside our control. The test can also be triggered by issuances of our common stock. Thus, the issuance of shares under the Exchange Offer and our issuance of shares of common stock to holders of the Old Debentures who do not participate in the Exchange Offer but do exercise their put rights and require us to repurchase their Old Debentures on December 15, 2008 could trigger a change in ownership. We estimate that an ownership change could occur, and thus utilization of our net operating loss carryforwards would be limited as discussed above, if we issue more than approximately 20.5 million shares of common stock before December 31, 2008. This amount is only an estimate and might be higher or lower given such estimate is based upon the application of highly complex tax rules and is subject to events outside our control such as the public trading of our common stock.

        If a change in ownership is triggered, our ability to apply the net operating loss carryforward to future income could be limited, and we could therefore suffer higher-than-anticipated tax expense, and consequently lower net income, in those future years.

Risks Relating to the Exchange Offer

If we do not exchange the Old Debentures for New Notes and Shares, we may not have sufficient liquidity or authorized common stock to both satisfy our obligations to repurchase the Old Debentures and to maintain sufficient working capital. This may result in a default under the Credit Facility and we may be forced to take steps to obtain protection from our creditors.

        We are conducting the Exchange Offer so that we can meet our obligations to repurchase Old Debentures that can be put to us on December 15, 2008. Although we have elected under the Repurchase Obligation Offer to pay the repurchase price by issuing shares of our common stock, if the

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arithmetic average of the Volume Weighted Average Price of our common stock during the 20-trading-day period ending December 12, 2008 were to be below approximately $0.52 per share (based on the number of shares of our common stock authorized, outstanding and reserved for issuance as of December 5, 2008, but not including any Shares reserved for issuance in the Exchange Offer), we would not have sufficient authorized shares to repurchase all outstanding Old Debentures with our common stock. In addition, our ability to use our common stock to satisfy such repurchase obligations is subject to certain conditions precedent as set forth in the indenture governing the Old Debentures. Additionally, in the event that we are unable to satisfy the conditions precedent to using common stock to satisfy such repurchase obligations, we would be required to satisfy such obligations in cash. We do not currently anticipate having sufficient cash to repurchase the Old Debentures in cash. Furthermore, to the extent that there is greater participation in the Repurchase Obligation Offer and more shares of our common stock are issued therein, there will be greater equity dilution causing a likelihood of greater pressure on the trading price of our common stock.

        If we were unable to satisfy our repurchase obligations, we would be in default under the indenture governing the Old Debentures. Upon default, the holders of the Old Debentures would have the right to accelerate the maturity of the Old Debentures and sue for the amount owed under the Old Debentures. A default under the indenture governing the Old Debentures would also constitute a default under the Credit Facility and under the indenture governing the New Notes which could lead to the lenders under the Credit Facility and holders of the New Notes pursuing their remedies, including the possible foreclosure on certain of our real property pledged as collateral. In that event, we may be required to take steps to obtain protection from our creditors in a bankruptcy proceeding.

        Old Debenture holders who are evaluating whether to tender in the Exchange Offer or the Repurchase Obligation Offer should also consider the securities that they will hold afterward. In the Exchange Offer we are offering New Notes and Shares, whereas in the Repurchase Obligation Offer we are offering common stock alone. You should be aware that in any bankruptcy proceeding, while a court could decide otherwise, the New Notes would probably receive priority treatment to both the existing Old Debentures and our common stock.

        For the following reasons, we believe that there is greater exposure in the event of a bankruptcy filing, under any scenario, for those holders of Old Debentures who do not participate in the Exchange Offer than there is for those that elect to participate.

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If most of the Old Debentures are tendered and accepted in the Exchange Offer, a bankruptcy filing may not then be necessary or appropriate.

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If any holder of the Old Debentures elects to participate in the Repurchase Obligation Offer instead of the Exchange Offer, and we don't have sufficient authorized shares of common stock to repurchase all of the Old Debentures that elect to participate in the Repurchase Obligation Offer, a bankruptcy filing may still not be in the best interests of our stakeholders, regardless of the priority of their claims, because our secured bank lenders have senior claims as to the collateral pledged to secure our obligations to them. The pledged collateral includes the bulk of our assets.

•

If we file a bankruptcy proceeding, at the outset the holders of Old Debentures that participated in the Exchange Offer would have secured claims to the collateral pledged to secure the New Notes issued in the Exchange Offer and guarantees of the New Notes from our subsidiaries. The pledge of the collateral and the guarantees would afford them superior treatment in a bankruptcy case over any unsecured creditor, including the holders of Old Debentures that did not participate in the Exchange Offer, regardless of whether they participated (and received shares of common stock) in the Repurchase Obligation Offer.

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•

In the event of a bankruptcy filing, a holder of Old Debentures that participated in the Repurchase Obligation Offer and received shares of common stock would hold claims of an equity interest junior to all other claims (including holders of our 6% convertible subordinated debentures), except the claims of an equity interest of other shareholders.

•

In the event we have insufficient authorized shares to repurchase all Old Debentures that elect to participate in the Repurchase Obligation Offer, then those who elected to participate and those that elected not to participate would continue to hold their Old Debentures. In the event of a bankruptcy filing, a holder of Old Debentures would have a claim senior to the 6% convertible subordinated debentures and senior to claims of interest of shareholders, but their claims would be junior to the claims of secured creditors, such as the secured claims of our secured bank lenders and those claims of the holders of New Notes obtained in the Exchange Offer.

•

If a bankruptcy filing were to occur within 90 days of the closing of the Exchange Offer, then a party in interest, including the holders of Old Debentures that did not participate in the Exchange Offer, may cause the filing of an adversary action in the bankruptcy case to avoid the transfer of the New Notes to the holders of the Old Debentures who participate in the Exchange Offer as a "preference." It is impossible to predict with certainty how the court would rule in such a lawsuit.

•

If the court enters a judgment avoiding the issuance of the New Notes, then those who participated in the Exchange Offer and received the New Notes would be restored to their status as holders of Old Debentures as if the Exchange Offer had not occurred. Their claims would then be senior to the holders of Old Debentures who elected to participate in the Repurchase Obligation Offer and received shares of common stock and their claims would be equal to those holders of Old Debentures who either did not elect to participate in the Repurchase Obligation Offer, or who elected to participate but did not receive shares of common stock.

•

At this time, it is impossible to know whether a bankruptcy filing would be necessary or appropriate for the Company, and in the event we file a bankruptcy proceeding there can be no assurance that it would occur within 90 days of the closing of the Exchange Offer or the Repurchase Obligation Offer, or later.

If you do not exchange your Old Debentures, the Old Debentures you retain may become less liquid as a result of the Exchange Offer.

        If a significant number of Old Debentures are exchanged in the Exchange Offer, the liquidity of the trading market for the Old Debentures, if any, after the completion of the Exchange Offer may be substantially reduced. Any Old Debentures exchanged will reduce the aggregate principal amount of Old Debentures outstanding. As a result, the Old Debentures may trade at a discount to the price at which they would trade if the Exchange Offer contemplated by this prospectus were not consummated, subject to prevailing interest rates, the trading market for similar securities and other factors. We cannot assure you that an active trading market for the Old Debentures will exist or be maintained and we cannot assure you as to the prices at which the Old Debentures may be traded.

If you do not exchange your Old Debentures for New Notes and Shares, your right to receive payments under the Old Debentures will be junior to our senior debt, including the New Notes, as well as effectively junior to the existing and future liabilities of our subsidiaries, including the Guarantees of the New Notes.

        The Old Debentures rank behind all of our existing senior debt and all of our future senior debt (including the New Notes), other than trade payables and any future debt that expressly provides that it ranks equal with, or subordinated in right of payment to, the Old Debentures. As a result of the

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subordination provisions of the Old Debentures, we would be prevented from making payments on the Old Debentures upon the occurrence of certain defaults under the Credit Facility and, upon any distribution to our creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or our property, the holders of our senior debt, including the New Notes, will be entitled to be paid in full in cash before any payment may be made with respect to the Old Debentures. Because the indenture for the Old Debentures requires that amounts otherwise payable to holders of the Old Debentures in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the Old Debentures may receive less, ratably, than holders of senior debt, including the New Notes, in any such proceeding.

        In addition, the Old Debentures are not guaranteed by any of our subsidiaries. The Old Debentures are effectively subordinated to all existing and future liabilities of our subsidiaries, including the indebtedness of our subsidiaries represented by their Guarantees of the New Notes. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, creditors of our subsidiaries will generally be entitled to payment of their claims, including with respect to the Guarantees of the New Notes, from the assets of those subsidiaries before any assets are made available for distribution to us. The application by us of any such distribution that we might receive would in turn be subject to the subordination provisions of the Old Debentures discussed above.

If a holder exchanges its Old Debentures in the Exchange Offer and a bankruptcy case involving the Company were commenced, the holder's receipt of the New Notes and Shares in the Exchange Offer may be set aside.

        If a holder chooses to exchange its Old Debentures in the Exchange Offer and receives the New Notes and Shares and if a bankruptcy involving the Company were then commenced within 90 days after the consummation of the Exchange Offer (or one year after the consummation of the Exchange Offer if the holder is an insider of the Company), the bankruptcy court may determine that the holder of Old Debentures received preferential treatment to the detriment of other unsecured creditors. In that event, the Exchange Offer would be avoided, any rights or liens, received by the holder of Old Debentures in the Exchange Offer would be voided and any value received by such holder would be required to be returned. The holder of Old Debentures would then have a claim against the bankruptcy estate equal to the value of the avoided transfer.

The United States federal income tax consequences of the Exchange Offer are unclear.

        The United States federal income tax consequences of the Exchange Offer are not entirely certain and will depend on whether the exchange of Old Debentures for New Notes qualifies as a recapitalization under the Internal Revenue Code. If the exchange qualifies as a recapitalization, a holder generally will not be required to recognize gain or loss on the exchange, except to the extent that the principal amount of the new Notes received exceeds the principal amount of the Old debentures surrendered. If, in contrast, the exchange does not qualify as a recapitalization under the Internal Revenue Code, a holder could be required to recognize gain in an amount equal to the excess of the "issue price" of the New Notes received in the exchange over the holder's adjusted tax basis in the Old Debentures. However, to the extent that Old Debentures are exchanged for Shares, such exchange should be treated as a tax-free recapitalization. See "Certain United States Federal Income Tax Consequences."

Neither we nor our officers, directors or advisors have made a recommendation with regard to whether you should tender your Old Debentures in the Exchange Offer, and we have not obtained a third-party determination that the Exchange Offer is fair to holders of the Old Debentures.

        Neither we nor our officers or directors are making any recommendation as to whether you should tender Old Debentures in the Exchange Offer. Similarly, neither the Exchange Agent, the Dealer-

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Manager nor the Information Agent is making any such recommendation. Further, we have not authorized anyone to make any such recommendation. We have not retained and do not intend to retain any unaffiliated representative to act solely on behalf of the holders of the Old Debentures for purposes of negotiating the terms of the Exchange Offer or preparing a report concerning the fairness of the Exchange Offer. We cannot assure holders of the Old Debentures that the value of the New Notes and Shares received in the Exchange Offer will in the future equal or exceed the value of the Old Debentures tendered.

Risks Relating to the New Notes and Shares

Servicing our outstanding indebtedness, including the debt represented by the New Notes, will require a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our control. If we are unable to generate a sufficient amount of cash, we may be unable to fulfill our outstanding debt obligations, including those under the New Indenture.

        Our ability to make scheduled payments of principal of, or to pay the interest on, or to refinance our indebtedness, including under the New Indenture, or to fund planned capital expenditures and growth plans will depend on our future performance, which is subject to general economic conditions, financial, competitive, legislative, regulatory, political, business and other factors. As described above, market conditions are challenging and we project negative cash flow from operations at least through the end of fiscal 2009. Any inability to generate sufficient cash flow or raise capital on favorable terms could have a material adverse effect on our financial condition and on our ability to fulfill our obligations under the New Indenture. We anticipate that we will need to raise additional funds in the future in order to conduct our business or to service or repay indebtedness, including the New Notes. Any required financing may be unavailable on terms favorable to us, or at all. In addition, we may be required, among other things:

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to restructure all or a portion of our indebtedness, including the New Notes;

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to sell selected assets; and/or

•

to reduce or delay planned expenditures.

        Such measures may not be sufficient to enable us to conduct our business or to service or repay indebtedness. In addition, any such financing, refinancing or sale of assets might not be available on economically favorable terms or at all.

A material amount of our real property that will secure the New Notes are also subject to first priority security interests securing the obligations under our Credit Facility. Therefore, in certain circumstances, your ability to receive payments on the New Notes may be subject to the prior satisfaction of all such obligations, to the extent of the value of such collateral.

        Our Credit Facility is secured by substantially all of our assets, including accounts receivables, inventory, bank accounts, equipment, intellectual property and some of our real property. In addition, our Credit Facility is secured by a first priority lien in some of our real property which also secures the New Notes by a second priority lien. The collateral for the New Notes that also secures the Credit Facility may be of limited value to the holders of the New Notes because in the event of a default under both the Credit Facility and the New Notes, or our bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, the proceeds from the sale of real property that secure our Credit Facility will first be applied to repay indebtedness outstanding under the Credit Facility. Furthermore, there is no requirement in the Credit Facility that the lenders under such facility attempt to first seek recovery out of collateral that does not also secure the New Notes and there can be no assurances that the lenders would not first proceed against the shared collateral. If the lenders under the Credit Facility were to first seek recovery out of the shared collateral, there might not be any

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proceeds from the sale of such properties available to the holders of the New Notes as the indebtedness outstanding under the Credit Facility currently exceeds the aggregate value of such properties. However, if the lenders under the Credit Facility were to first seek recovery out of collateral that does not also secure the New Notes, the value of the real estate that secures the New Notes by a second priority lien might be significant. The lenders under the Credit Facility are likely to first seek recovery out of the collateral which is the most liquid. We have no reason to believe that the shared collateral is more or less liquid than the collateral securing only the Credit Facility and thus no reason to believe that the lenders would proceed first against the shared collateral. Based on appraisals conducted between 2003 and 2008 in connection with the Credit Facility, the aggregate appraised value of all real estate which secures the Credit Facility on a first lien basis and which will secure the New Notes on a second lien basis is $58,200,000, including "boot collateral" (as described in the section of this prospectus entitled "The Credit Facility Amendment") with an appraised value of $38,170,000. Under our Credit Facility we can borrow the lesser of the $135 million of total commitments under the facility and the borrowing base. The borrowing base consists primarily of inventories and accounts receivable and a real estate subfacility. Inventories and accounts receivable can fluctuate significantly and the borrowing base is revised weekly for changes in receivables and monthly for changes in inventory balances. Historically, the borrowing base has been less than the total commitments under our Credit Facility and thus has been the limiting factor on how much we can borrow. The average availability under our Credit Facility in the four fiscal quarters ended September 2008 was approximately $41.5 million. The highest availability during such four fiscal quarter period was approximately $89.2 million and the lowest availability during such four fiscal quarter period was approximately $8.1 million. At December 4, 2008, we had $62.2 million of outstanding indebtedness under the Credit Facility, and the Company and its Subsidiaries would have been able to borrow an additional $7.1 million under the Credit Facility.

Current economic conditions, including declining property values, unavailability of financing for the acquisition of real estate, and slower retail sales, are likely to negatively impact the value of the collateral in the short-term.

        If the collateral were sold at a foreclosure sale in the near future, local and national economic conditions and the unavailability of credit for the purchase of real estate would likely reduce the number of bidders as well as the amount that persons participating in the foreclosure sale would pay for the collateral, yielding a lower sale price for the collateral. The fair market value of the collateral is subject to fluctuations based on factors that include, among others, our ability to implement our business strategy, the ability to sell the collateral in an orderly sale, general economic conditions (including declining real estate values, home foreclosures and tightening credit conditions), the availability of buyers and similar factors. The amount received upon a sale of the collateral would at any given time be dependent on numerous factors, including but not limited to the actual fair market value of the collateral at such time and the timing and the manner of the sale. By its nature, the collateral may be illiquid and may have no readily ascertainable market value. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, we cannot assure you that the proceeds from any sale or liquidation of the collateral will be sufficient to pay our obligations under our Credit Facility or under the New Indenture.

Your rights in the collateral may be adversely affected by the failure to perfect security interests in collateral.

        Applicable law requires that a security interest in certain assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens in the collateral securing the New Notes may not be perfected with respect to the claims of the New Notes if the collateral agent is not able to take the actions necessary to perfect any of these liens on or prior to the date of the New Indenture. In addition, applicable law requires that certain property and rights

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acquired after the grant of a general security interest, such as real property, can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent for the New Notes will monitor the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the New Notes has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the New Notes against third parties.

In the event of our bankruptcy, the ability of the holders of the New Notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

        The ability of holders of the New Notes to realize upon the collateral will be subject to certain bankruptcy law limitations in the event of our bankruptcy. Under applicable federal bankruptcy laws, secured creditors are prohibited by the automatic stay from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval. Moreover, applicable federal bankruptcy laws generally afford the debtor continued protection under the automatic stay with respect to collateral even though the debtor is in default under the applicable debt instruments if the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to the circumstances, but is intended in general to protect the value of the secured creditor's interest in the collateral at the commencement of the bankruptcy case and may include cash payments or the granting of additional security, if and at such times as the presiding court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a U.S. bankruptcy court, we cannot predict whether payments under the New Notes would be made following commencement of and during a bankruptcy case, whether or when the trustee under the New Indenture could foreclose upon or sell the collateral or whether or to what extent holders of New Notes would be compensated for any delay in payment or loss of value of the collateral through the provision of "adequate protection."

Jurisdictions with one action or security first rules and/or anti-deficiency legislation may limit the ability of the holders of the New Notes to recover on a Guarantee of the New Notes.

        Several states in which the real estate collateral securing the New Notes is located have laws that prohibit more than one "judicial action" to enforce a mortgage obligation, requiring the lender to exhaust the real property security for such obligation first and/or limiting the ability of the lender to recover a deficiency judgment from the obligor following the lender's realization upon the collateral, in particular if a non-judicial foreclosure is pursued. These statutes may limit the right of the holders of the New Notes to recover on a Guarantee of the New Notes given by a guarantor that has also granted a lien on real estate owned by such guarantor. The appraised value of the collateral that secures the New Notes on a second lien basis and is subject to such laws is approximately $22.5 million and the appraised value of the collateral that secures the New Notes on a first lien basis and is subject to such laws is approximately $900,000, based on appraisals conducted between 2003 and 2008.

Any grant of collateral might be avoidable by a trustee in bankruptcy.

        Any grant of collateral in favor of the collateral agent for the benefit of the trustee and the holders of the New Notes might be avoidable by the grantor (as debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, among others, if the grantor is insolvent at the time of the grant, the grant permits the holders of the New Notes to receive a greater recovery than if the grant had not been given and a bankruptcy proceeding in respect of the

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grantor is commenced within 90 days following the grant or, in certain circumstances, a longer period. The collateral will constitute inventory of real estate. As the inventory constituting second lien collateral is sold and new inventory is acquired, the granting of second priority liens on the new inventory will trigger a new 90-day "preference" period. It is possible, that liens on a substantial portion of the collateral at any time may have been granted during the preceding 90-day period.

We may not have the ability to raise the funds necessary to repurchase the New Notes upon a change of control as provided in the New Indenture, and such provision may discourage takeover attempts or removal of incumbent management that may otherwise be beneficial to holders of our common stock.

        Upon a change of control (as defined in the New Indenture), holders of the New Notes would have the right to require us to repurchase all of the New Notes, and we may also be required to repurchase or repay certain of our other indebtedness. We may not have sufficient funds at the time of either such event to make any required repurchase of the New Notes or any repurchase or repayment of other indebtedness. In addition, restrictions in the Credit Facility may not allow us to make such required repurchases. Moreover, any of our future debt agreements may contain restrictions on our ability to repurchase the New Notes in such circumstances or may have provisions that require us to make similar repurchases or repayments of other debt simultaneous with the repurchase of the New Notes. Whether or not prohibited by the terms of our Credit Facility, any failure to repurchase tendered New Notes would constitute an event of default and would accelerate our obligation to repurchase all of the New Notes and could lead to an event of default under the Credit Facility, the New Indenture and our other outstanding indentures. In addition, the holders' right to require us to repurchase the New Notes upon the occurrence of a change of control could, in certain circumstances, make more difficult or discourage a potential takeover that may be beneficial to the holders of our common stock, and may make it more difficult to remove incumbent management.

        A change of control constitutes in and of itself an event of default under the Credit Facility. In addition, under our indentures governing the New Notes, the Old Debentures and our 6% convertible subordinated debentures, an event of default under the Credit Facility that results in an acceleration of the obligations thereunder, may lead to an event of default under those indentures, and could lead to all indebtedness under the indentures to become due and payable. In that event, it is likely that we will not have sufficient funds to pay our obligations under the Credit Facility and the outstanding indentures, including the New Notes.

        The definition of "change in control" in the New Indenture includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of our assets. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of New Notes to require us to repurchase such New Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets to another person or group may be uncertain.

Our inability to comply with the restrictions imposed by the terms of our outstanding indebtedness could lead to the acceleration of all of our outstanding indebtedness. In that event, we may not have sufficient cash to fund our obligations under our outstanding indebtedness, including the New Notes.

        The indentures relating to the New Notes, the Old Debentures and our 6% convertible subordinated debentures, restrict, among other things, our ability to:

•

pay dividends on stock or make certain other restricted payments; and

•

sell substantially all of our assets or merge with other companies.

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        If we fail to comply with these covenants, we would be in default under of the indentures referenced above, and the principal and accrued interest on the New Notes, the Old Debentures and our 6% convertible subordinated debentures, could become due and payable.

        In addition, the covenants in the New Indenture are more restrictive than those in the indentures governing the Old Debentures (see "Description of New Notes—Certain Covenants.") and the 6% convertible subordinated debentures, particularly with respect to:

•

incurring additional indebtedness;

•

paying dividends on our capital stock, redeeming or repurchasing our capital stock or subordinated obligations, or making investments;

•

engaging in transactions with affiliates;

•

limiting dividend and other payment restrictions affecting subsidiaries;

•

creating liens;

•

conducting asset sales or sale-lease-backs; and

•

consolidating or merging with or into other companies or selling all or substantially all of our assets.

        Our ability to comply with covenants contained in the New Indenture may be affected by events beyond our control, including economic, financial and industry conditions. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could require us to repay the New Notes prior to their maturity, which we may be unable to do. Even if we are able to comply with all the applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us.

        We plan to service our payment obligations upon maturity of the New Notes in 2011 by raising capital through equity, debt or other financing or a combination thereof. However, given the current economic and credit conditions and our liquidity concerns, there can be no assurance that such capital can be raised on acceptable terms or at all. Additionally, the restrictions imposed by the terms of our Credit Facility may restrict our ability to raise certain types of capital to service such obligations. While our Credit Facility matures on July 31, 2010 which is earlier than the maturity of the New Notes, any replacement of the Credit Facility may, like our current Credit Facility, prohibit the replacement or refinancing of the New Notes without the consent of the lenders. Although in the past, we have been successful in obtaining consents from lenders for refinancings and similar transactions, there can be no assurance that lenders would consent to any refinancing of the New Notes. In addition, because a portion of the interest on the New Notes will be in the form of paid in kind interest that is added to the outstanding principal amount of the New Notes, the aggregate principal amount of New Notes outstanding at maturity could be as high as approximately $134.5 million, all of which would need to be paid in connection with any refinancing of the New Notes. Furthermore, because the outstanding principal amount of New Notes will increase over the life of the New Notes, the 5% per annum cash interest payable on the New Notes will also increase. While we anticipate that our cash flow will be sufficient to service cash interest payments under the New Notes, there can be no assurance that our cash flows will in fact be sufficient.

        The Credit Facility contains many restrictive covenants similar to the covenants of our outstanding indentures and, in addition, incorporates the covenants and other obligations from the New Indenture. The covenants in the Credit Facility in other cases are more restrictive than those contained in the indentures. The Credit Facility also requires us to comply with an adjusted cash gain/loss covenant and

34

a minimum liquidity covenant. If we breach any of the covenants, the lenders under the Credit Facility could declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. If all amounts outstanding under the Credit Facility are declared immediately due and payable, we may not be able to repay in full such indebtedness or any other indebtedness, including the New Notes.

        The Credit Facility incorporates the events of default from the New Indenture. In addition, if we default under the indentures or the instruments governing our other indebtedness, that default could lead to a cross-default under the Credit Facility or the instruments governing our other indebtedness. See "Description of New Notes."

The Guarantees of the New Notes will be unsecured debt of the guarantors and will be subordinated to their obligations under the Credit Facility, which may reduce your ability to be paid under the Guarantees.

        The Guarantees of the New Notes will be unsecured debt of the guarantors and will be subordinated to their obligations under the Credit Facility, which may reduce your ability to be paid under the Guarantees. Upon (i) any payment or distribution to creditors of any guarantor in a liquidation or dissolution of such guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such guarantor or its property, (ii) an assignment for the benefit of creditors or (iii) any marshaling of such guarantor's assets and liabilities, the holders of debt under the Credit Facility will be entitled to receive payment in full, in cash, of all obligations due in respect of such debt before the holders of the New Notes will be entitled to receive any payment with respect to the Guarantees of the New Notes, and until all obligations with respect to such Credit Facility debt are paid in full, in cash, any payment or distribution to which the holders of the New Notes would be entitled generally will be made to the holders of such Credit Facility debt.

        In addition, all payments on the Guarantees of the New Notes may be blocked, in the event of a payment default under the Credit Facility, until such payment default is cured or waived, and in the event of other defaults, for up to 179 days in any period of 360 days.

        Because of these provisions, holders of the New Notes may receive less, ratably, under the Guarantees of the New Notes than the lenders under the Credit Facility would receive under the guarantees of that debt. In addition, the guarantors may incur substantial debt, including under the Credit Facility, in the future.

The Guarantees may not be enforceable and, under specific circumstances, courts may void the guarantees and require holders of New Notes to return payments received from the guarantors.

        Although the New Notes will be guaranteed by certain of our subsidiaries, a court could void or subordinate any guarantor's Guarantee under fraudulent conveyance laws if existing or future creditors of any such guarantor were successful in establishing that:

•

such guarantee was incurred with the intent to defraud creditors; or

•

such guarantor did not receive fair consideration or reasonably equivalent value for issuing its guarantee; and

•

was insolvent at the time of the guarantee;

•

was rendered insolvent by reason of the guarantee;

•

was engaged in a business or transaction or about to engage in such business or transaction for which its assets constituted unreasonably small capital to carry on its business; or

35

•

intended to incur, or believed that it would incur, debt beyond its ability to pay such debt as it matured (as all of the foregoing terms may be defined in or interpreted under the relevant fraudulent transfer or conveyance statutes).

        The measures of insolvency for purposes of determining whether a fraudulent conveyance occurred would vary depending upon the laws of the relevant jurisdiction and upon the valuation assumptions and methodology applied by the court of competent jurisdiction. Generally, however, a company would be considered insolvent for purposes of the foregoing if:

•

the sum of the company's debts, including contingent, unliquidated and unmatured liabilities, is greater than such company's property at fair valuation;

•

the present fair saleable value of the company's assets is less than the amount that will be required to pay the probable liability on its existing debts as they become absolute and matured; or

•

the company is unable to pay its debts as they become due.

        Any Guarantee of the New Notes will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its Guarantee to be a fraudulent transfer. However, this provision may not be effective to protect such Guarantee from being voided under fraudulent conveyance laws.

        If a Guarantee is avoided as a fraudulent conveyance or found to be unenforceable for any other reason, holders of the New Notes will not have a claim against such guarantor and will only be a creditor of the remaining guarantors, to the extent the Guarantee of those guarantors are not set aside or found to be unenforceable.

You cannot be sure that an active trading market will develop for the New Notes. If an active trading market does not develop for the New Notes, the liquidity and value of the New Notes may be diminished.

        We do not intend to apply for a listing of the New Notes on a securities exchange. There is currently no established market for the New Notes and the following is unknown:

•

the liquidity of any market for the New Notes;

•

the ability of holders to sell their New Notes; and

•

the price at which holders will be able to sell their New Notes.

        As a result, you may not be able to sell your New Notes at attractive prices or at all. A trading market or liquidity of any trading market for the New Notes may not develop. If a market for the New Notes does develop, prevailing interest rates, the markets for similar securities, changes in our financial performance or prospects or in the prospects of other companies in our industry and other factors could cause the New Notes to trade at prices lower than their initial market values or reduce the liquidity of the New Notes.

We may incur additional indebtedness ranking senior to, or equal to, the New Notes.

        At December 4, 2008 we had $156.1 million of outstanding senior indebtedness, $62.2 million of which is represented by standby letters of credit. We anticipate that from time to time we may incur additional indebtedness in the future. Our level of indebtedness will have several important effects on our future operations, including, without limitation:

•

a portion of our cash flow from operations will be dedicated to the payment of any interest required with respect to outstanding indebtedness;

36

•

increases in our outstanding indebtedness and leverage will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;

•

depending on the levels of our outstanding indebtedness, our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be limited; and

•

our ability to pay our obligations under the New Notes could be adversely affected.

If we cannot meet the New York Stock Exchange's continued listing requirements, the NYSE may delist our common stock, which would have an adverse impact on the liquidity and market price of our common stock.

        Our common stock is currently listed on the NYSE. In the future, we may not be able to meet the continued listing requirements of the NYSE, which require, among other things; (i) that the average closing price of our common stock be above $1.00 over 30 consecutive trading days; (ii) that the average market capitalization over 30 consecutive trading days be at least $75 million or stockholders' equity be at least $75 million; and (iii) that the average market capitalization be at least $25 million over 30 consecutive trading days. Recently, the closing price of our common stock on the NYSE has been below $1.00. The closing price of our common stock on December 5, 2008 was $0.25 per share, our market capitalization was approximately $19.1 million, and our stockholders' equity was $40.3 million at October 26, 2008. On October 28, 2008, we received formal notification from NYSE Regulation, Inc. that we were not in compliance with Rule 802.01C of the NYSE's Listed Company Manual, which requires that our common stock trade at a minimum average closing price of $1.00 over a consecutive 30 trading-day period for continued listing on the NYSE. This notification was subsequent to the trading of our common stock being moved to the NYSE's Arca market under a non-regulatory trading halt condition called a sub-penny halt. Our common stock will continue trading on the NYSE Arca market until it trades above $1.10 per share for an entire trading day. Under the NYSE continued listing standards, we must return to compliance with the $1.00 average share price standard within six months of our receipt of the noncompliance notice or our common stock, including the Shares, would be subject to delisting. During this six-month period, and subject to compliance with the NYSE's other continued listing standards, we expect that our common stock will continue to be listed on the NYSE.

        We are pursuing various solutions to satisfy the continued listing standard, including successful completion of the Exchange Offer and the satisfactory resolution in December 2008 of any Old Debenture repurchase obligations. In addition, we are continuing to develop and complete ongoing restructuring initiatives to improve operations and further reduce costs. A delisting of our common stock could negatively affect holders of Shares and us by, among other things, reducing the liquidity and market price of our common stock; reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; decreasing the amount of news and analyst coverage for the Company; and limiting our ability to issue additional securities or obtain additional financing in the future.

There are risks associated with the Shares.

        The value of Shares may be adversely affected by a number of factors, including many of the risks described in this prospectus. If, for example, our stockholders decide to sell a substantial number of their shares of common stock, the value of the Shares could decline. Similarly, if we fail to comply with the covenants in the New Indenture, resulting in an event of default, the New Notes and a substantial portion of our outstanding indebtedness could be accelerated, which could have a material adverse effect on the value of the Shares.

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Provisions in our charter documents and Delaware law may make it difficult for a third party to acquire our company and could depress the price of our common stock.

        Delaware corporate law and our restated certificate of incorporation and bylaws contain provisions that could delay, defer or prevent a change in control of the Company or our management. These provisions could also discourage a proxy contest and make it more difficult for stockholders to elect directors and take other corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the future for the Shares. These provisions include:

•

authorizing the board of directors to issue preferred stock;

•

prohibiting cumulative voting in the election of directors;

•

limiting the persons who may call special meetings of stockholders;

•

prohibiting stockholder action by written consent; and

•

establishing advance notice requirements for nominations for election to the board of directors for proposing matters that can be acted on by stockholders at stockholder meetings.

        We are also subject to certain provisions of Delaware law which could delay, deter or prevent us from entering into an acquisition, including Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in a business combination with an interested stockholder unless specific conditions are met. See "Description of Capital Stock."

Our stock price may be particularly volatile because of the industries we are in and may experience extreme fluctuations.

        The stock market in general has recently experienced extreme price and volume fluctuations. In addition, the market prices of securities of companies in the recreational vehicle and manufactured housing industries have been volatile, and have experienced fluctuations that have often been unrelated to or disproportionate to the operating performance of such companies. These broad market fluctuations could adversely affect the price of the New Notes and Shares.

Recent actions taken by the SEC in connection with the implementation of rules relating to "naked" short selling may not effectively prevent security holders from engaging in short sales, which could further contribute to downward pressure on the trading price of our common stock.

        The SEC recently adopted various rules and rule amendments to address potentially manipulative short selling activities, including adopting new anti-fraud rule, Rule 10b-21 under the Securities Exchange Act of 1934 to address naked short selling, amending Rule 203 of Regulation SHO to eliminate an exception for certain options market makers, and adopting new Rule 204T of Regulation SHO, which generally mandates that sales transactions for common stock be closed out on the fourth day following the trade's date. In particular, Rule 10b-21 implements new short selling rules to strengthen investor protections against "naked" short selling, where the seller does not actually borrow the stock and fails to deliver it in time for settlement. Rule 10b-21 applies to the equity securities of all public companies and became effective on October 17, 2008. Among other things, the new rule imposes penalties on short sellers, including broker-dealers, acting for their own accounts, who deceive specified persons about their intention or ability to deliver securities in time for settlement and that fail to deliver shares by the close of business on the settlement date. As a result, a holder of New Notes may have limited ability to hedge their investment. However, the full effects of the recent SEC actions, if any, are not clear, including whether such actions will deter short selling, reduce any downward movement in the price of our common stock, or lessen the ability of holders of New Notes to hedge their investment.

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We are not currently paying dividends on our common stock, and we are deferring payment of distributions on our convertible trust preferred securities.

        In 2001, we discontinued the payment of dividends on our common stock and temporarily deferred distributions on our 6% convertible trust preferred securities before repaying them in full in February 2006. In April 2008, we again elected to defer payment of the distributions on the convertible trust preferred securities, the terms of which provide for the option to defer distributions for a period of up to 20 consecutive quarters. During the period in which we are deferring distributions on the 6% convertible trust preferred securities, we cannot declare or pay any dividends on our common stock. Even after we resume making distributions on the 6% convertible trust preferred securities, our board of directors does not currently contemplate paying dividends on our common stock and may not for the foreseeable future.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

        The following table sets forth selected consolidated financial and other data for each of the fiscal years ended in April of 2008, 2007, 2006, 2005 and 2004 and for the six months ended October 26, 2008 and October 28, 2007. The selected consolidated financial and other data below is only a summary and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements contained in the annual, quarterly and current reports filed by us with the SEC. See "Where You Can Find More Information." The historical financial information presented may not be indicative of our future performance.

	Six Months Ended						Fiscal Years Ended April(1)
	October 26, 2008			October 28, 2007			2008			2007			2006			2005			2004
	(Amounts in thousands, except per share data)
Net sales	$	506,317		$	956,825		$	1,659,980		$	1,919,347		$	2,348,382		$	2,289,531		$	2,256,417
Gross profit		53,651			152,894			249,847			264,977			411,522			385,794			400,027
Operating Income (loss)	$	(75,072	)	$	9,822		$	17,833		$	(57,779	)	$	35,720		$	(17,564	)	$	79,721
Income (loss) from continuing operations before income taxes	$	(83,956	)	$	176		$	(718	)	$	(58,904	)	$	11,495		$	(45,252	)	$	36,659
Benefit (provision) for income taxes		(602	)		(3,901	)		3,637			(19,109	)		(11,345	)		(1,351	)		(18,449	)
Income (loss) from continuing operations		(84,558	)		(3,725	)		2,919			(78,013	)		150			(46,603	)		18,210
Loss from discontinued operations, net		(1,245	)		166			(3,932	)		(11,948	)		(28,587	)		(114,856	)		(40,471	)
Net loss	$	(85,803	)	$	(3,559	)	$	(1,013	)	$	(89,961	)	$	(28,437	)	$	(161,459	)	$	(22,261	)
Earnings (loss) per common share—diluted:
Income (loss) from continuing operations	$	(1.17	)	$	(0.06	)	$	.05		$	(1.22	)	$	—		$	(.84	)	$	.46
Loss from discontinued operations		(0.02	)		—			(.07	)		(.19	)		(.47	)		(2.08	)		(1.03	)
Net loss per common share	$	(1.19	)	$	(0.06	)	$	(.02	)	$	(1.41	)	$	(.47	)	$	(2.92	)	$	(.57	)
Weighted average common shares—diluted		72,381			64,201			64,511			63,964			60,182			55,332			39,342
Balance sheet data at end of period:
Cash, restricted cash and marketable investments	$	70,635		$	72,230		$	100,139		$	76,288		$	145,908		$	45,475		$	123,821
Property, plant and equipment, net		139,765			169,676			146,573			185,454			210,100			223,879			220,886
Current assets		322,070			406,836			382,583			410,839			523,495			653,758			736,252
Non-current assets		236,206			274,414			242,988			292,332			338,540			356,489			339,457
Total assets		558,276			681,250			625,571			703,171			862,035			1,010,247			1,075,709
Short-term debt		100,955			10,056			109,568			7,314			7,476			56,661			5,738
Long-term debt		187,999			278,953			176,287			277,650			333,341			319,088			374,950
Current liabilities		248,316			229,251			274,887			246,646			261,319			489,165			366,856
Non-current liabilities		269,673			366,300			264,416			370,518			429,771			395,626			462,571
Total liabilities		517,989			595,551			539,303			617,164			691,090			884,791			829,427
Shareholders' equity		40,287			85,699			86,268			86,007			170,945			125,456			246,282
Other Data:
Gross profit margin		10.6	%		16.0	%		15.1	%		13.8	%		17.5	%		16.9	%		17.7	%
Operating income (loss) margin		(14.8	)%		1.0	%		1.1	%		(3.0	)%		1.5	%		(0.8	)%		3.5	%
Depreciation and amortization	$	8,752		$	10,264		$	19,538		$	25,074		$	23,387		$	22,203		$	23,087
Capital expenditures		3,191			3,755			6,019			7,752			15,303			32,528			25,432
Cash flow provided by (used in) operations		(67,682	)		(18,930	)		(31,049	)		(31,345	)		39,635			(77,871	)		(2,343	)
Cash flow provided by (used in) investing activities		14,433			8,203			35,653			3,561			(16,508	)		(23,202	)		(20,592	)
Cash flow provided by (used in) financing activities		40,861			4,881			1,764			(35,175	)		37,027			40,910			119,733
Cash flow provided by (used in) discontinued operations		(261	)		617			(494	)		(8,523	)		33,187			(20,551	)		(46,936	)

(1)

We use a fiscal year ending on the last Sunday of April in each year.

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USE OF PROCEEDS

        We will not receive any cash proceeds from the Exchange Offer. We will pay all fees and expenses related to the Exchange Offer, other than any commissions or concessions of any broker or dealer.

RATIOS OF EARNINGS TO FIXED CHARGES

        The following table sets forth our consolidated ratios of earnings to fixed charges as of and for the periods shown:

				For the Fiscal Year Ended April(1)
	For the Six Months Ended October 26, 2008
				2008			2007			2006		2005			2004
Ratio of Earnings to Fixed Charges(2)		—	(3)		—	(3)		—	(3)		1.4		—	(3)		1.8

(1)

We use a fiscal year ending on the last Sunday of April in each year.

(2)

The ratios of earnings to fixed charges were computed by dividing earnings by fixed charges, and these ratios are unaudited for all periods presented. For purposes of computing these ratios, earnings represent income (loss) from continuing operations before income taxes and cumulative effect of accounting change and fixed charges. Fixed charges include all interest expense, the portion of rental expense considered to be a reasonable estimate of the interest factor, and the amortization of capitalized expenses related to indebtedness.

(3)

Our ratios of earnings to fixed charges for the first six months of fiscal 2009 and the fiscal years ended 2008, 2007 and 2005 were not meaningful since earnings were inadequate to cover fixed charges, which were $11.2 million, $23.9 million, $26.6 million and $28.6 million, respectively, by $84.0 million, $0.7 million, $58.9 million and $45.3 million, respectively.

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PRICE RANGE OF COMMON STOCK

        The following table lists the high and low sales prices for our common stock during the past three fiscal years as reported on the New York Stock Exchange Composite Tape, along with information on dividends declared per share during the same periods. Our common stock is listed on the New York Stock Exchange (Ticker Symbol: FLE).

		Price
						Dividends Declared
		High		Low
Fiscal Year Ended April 30, 2006
	First Quarter	$	11.54	$	9.37	$	0.00
	Second Quarter		13.69		8.78		0.00
	Third Quarter		12.60		10.22		0.00
	Fourth Quarter		12.34		9.37		0.00
Fiscal Year Ended April 29, 2007
	First Quarter	$	10.24	$	6.42	$	0.00
	Second Quarter		8.28		6.33		0.00
	Third Quarter		9.44		6.59		0.00
	Fourth Quarter		9.74		7.11		0.00
Fiscal Year Ended April 27, 2008
	First Quarter	$	11.41	$	8.15	$	0.00
	Second Quarter		11.14		7.82		0.00
	Third Quarter		9.56		4.45		0.00
	Fourth Quarter		5.25		3.37		0.00
Fiscal Year Ending April 26, 2009
	First Quarter	$	4.40	$	1.82	$	0.00
	Second Quarter		3.27		0.32		0.00
	Third Quarter (through December 5, 2008)		0.60		0.12		0.00

        On December 5, 2008, the closing sales price for our common stock as reported by the New York Stock Exchange was $0.25 per share.

        We had approximately 870 common stockholders of record as of December 5, 2008.

DIVIDEND POLICY

        Our board of directors has no current plans to resume the payment of dividends on our common stock. Additionally, we cannot declare or pay any dividends on our common stock if we are deferring distributions on the 6% convertible trust preferred securities. In April 2008, we elected to defer payment of the distributions on the convertible trust preferred securities, the terms of which provide for the option to defer distributions for up to 20 consecutive quarters. One of the covenants in the New Indenture would prohibit us from paying distributions on our 6% convertible trust preferred securities if they could be deferred.

BOOK VALUE PER SHARE

        At October 26, 2008, the book value per share for our common stock was $0.53.

42

ACCOUNTING TREATMENT

        We will derecognize the carrying amount of any Old Debentures that are exchanged and will recognize the New Notes and Shares at amounts equal to their fair values. Any difference between the fair value of the New Notes and the carrying value of the Old Debentures will be recorded as a gain or loss on extinguishment of the Old Debentures. Also, we expect that we will incur expenses of approximately $5 million, based on estimated legal, dealer-manager, trustee, printing and other expenses associated with the Exchange Offer. These expenses will be deferred and amortized over the term of the related New Notes.

43

CAPITALIZATION

        The following table sets forth our capitalization (i) as of October 26, 2008 on a preliminary, unaudited basis and (ii) on an as adjusted basis, giving effect to the consummation of the Exchange Offer, including estimated expenses, and assuming that the maximum of 14,000,000 Shares are issued (assuming the minimum price of $0.75 per Share) and assuming that either (a) $33.5 million of Old Debentures are exchanged for New Notes and Shares, representing the amount required by the Minimum Tender Condition for the Exchange Offer, or (b) all outstanding Old Debentures are exchanged for New Notes and Shares. This table should be read together with "Selected Consolidated Financial and Other Data," and our consolidated financial statements and the related notes incorporated by reference into this prospectus.

				As of October 26, 2008		As Adjusted (assuming $33.5 million of Old Debentures exchanged)		As Adjusted (assuming $100 million of Old Debentures exchanged)
				(In thousands, except share data)
Cash(1)				$	45,613	$	40,613	$	40,613
Marketable investments available-for-sale					25,022		25,022		25,022
	Total cash and cash equivalents			$	70,635		65,635	$	65,635
Short-term indebtedness:
	5% Convertible Senior Subordinated Debentures due 2023			$	100,000	$	66,500	$	—
	Other short-term borrowings				955		955		955
	Accrued interest				10,217		10,217		10,217
		Total short-term indebtedness		$	111,172	$	77,672	$	11,172
Long-term indebtedness
	14% Senior Secured Notes due 2011(2)			$	—	$	22,599	$	67,460
	6% Convertible Subordinated Debentures due 2028				160,142		160,142		160,142
	Other long-term borrowings				27,857		27,857		27,857
		Total long-term indebtedness		$	187,999	$	210,598	$	255,459
Shareholders' equity:
	Preferred stock, par value $1 per share, 10,000,000 shares authorized, none issued and outstanding				—		—		—
	Common stock, $0.01 par value, authorized 300,000,000 shares, outstanding 76,319,526(3) at October 26, 2008 and 81,009,526 and 90,319,526, respectively, as adjusted			$	763	$	810	$	903
	Other shareholders' equity(4)(5)				39,524		50,378		71,924
		Total shareholders' equity			40,287		51,188		72,827
			Total capitalization	$	339,458	$	339,458	$	339,458

(1)

The change in cash reflects estimated expenses of $5 million relating to the Exchange Offer.

(2)

Represents the estimated fair values of the New Notes of $22.6 million and $67.5 million, respectively. These estimated fair values are subject to change based upon the actual number of Old Debentures tendered for New Notes and fair values observed for similar instruments in active markets. In combination, the fair value of the New Notes and the Shares is equal to recent trading prices of the Old Debentures. Estimated fair values are subject to change until the Exchange Offer is completed.

(3)

Outstanding shares exclude the shares reserved for issuance upon conversion of the 6% convertible trust securities or the Old Debentures and shares exercisable under our stock option plan.

(4)

The Shares to be issued in the Exchange Offer are included in shareholders' equity using a price of $0.36 per share, which represents an illustrative price at the date of issuance that corresponds to the minimum price at which all remaining authorized shares of common stock could be issued in the Repurchase Obligation Offer, assuming that $33.5 million of Old Debentures are tendered for the New Notes and Shares in the Exchange Offer.

(5)

The As Adjusted balances include the amounts as described in note (4), additionally they include gains on an as adjusted basis related to the extinguishment of the Old Debentures of $9.2 million and $27.5 million, respectively.

44

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed consolidated statements of operations for the year ended April 27, 2008 and for the six month period ended October 26, 2008 give effect to the Exchange Offer as if it had been consummated on April 30, 2007, the first day of fiscal year 2008. The following unaudited pro forma condensed consolidated balance sheets give effect to the Exchange Offer as if it had been consummated on October 26, 2008.

        The unaudited pro forma condensed consolidated financial statements present the Exchange Offer under two different scenarios. The first assumes that all $100 million of Old Debentures are tendered in exchange for New Notes and Shares. The second assumes that $33.5 million of the Old Debentures are tendered in exchange for New Notes and Shares, this being the amount required by the Minimum Tender Condition.

        The pro forma adjustments reflected in the unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheets are based on available information and upon certain assumptions we believe are reasonable under the circumstances. Accordingly, it is possible that different results may occur as a result of the consummation of the Exchange Offer from those reflected in the unaudited pro forma condensed consolidated financial statements.

        The pro forma information contained herein is provided for information purposes only and should not be construed to be indicative of our consolidated financial condition or results of operations had the Exchange Offer been consummated on the respective dates indicated above, nor is it intended to predict our financial condition or results of operations at any future date or for any future period.

(1)

The following unaudited pro forma condensed consolidated financial statements assume that all $100 million of Old Debentures are tendered in exchange for the New Notes and Shares:

Unaudited Pro Forma Condensed Consolidated Statements of Operations

		Six Months Ended October 26, 2008
		Historical			Pro Forma Adjustments			Pro Forma
		(Amounts in thousands, except per share data)
Net sales		$	506,317		$	—		$	506,317
Operating loss			(75,072	)		—			75,072
Other income (expense):
	Interest expense, net		(10,573	)		(11,945	)(a)		(22,518	)
	Other non-operating expenses		1,689			—			1,689
	Total other expenses, net		(8,884	)		(11,945	)		(20,829	)
Loss from continuing operations before taxes			(83,956	)		(11,945	)		(95,901	)
Provision for income taxes			(602	)		—			(602	)
Loss from continuing operations		$	(84,558	)		(11,945	)	$	(96,503	)
Per share amounts applicable to common shareholders:
Basic and diluted loss per share
	Loss from continuing operations	$	(1.17	)				$	(1.12	)
Weighted average common shares			72,381			14,000			86,381

45

		Fiscal Year Ended April 27, 2008
		Historical			Pro Forma Adjustments			Pro Forma
		(Amounts in thousands, except per share data)
Net sales		$	1,659,980		$	—		$	1,659,980
Operating income			17,833			—			17,833
Other income (expense):
	Interest expense, net		(23,010	)		(21,597	)(a)		(44,607	)
	Other non-operating expenses		4,459			27,500	(b)		31,959
	Total other expenses, net		(18,551	)		5,903			(12,648	)
Loss from continuing operations before taxes			(718	)		5,903			5,185
Benefit for income taxes			3,637			—			3,637
Income (loss) from continuing operations		$	2,919		$	5,903		$	8,822
Per share amounts applicable to common shareholders:
Basic and diluted income (loss) per share
	Income (loss) from continuing operations	$	0.05					$	0.11
	Income (loss) from continuing operations before nonrecurring items	$	0.05					$	0.24
Weighted average basic common shares			64,228			14,000			78,228
Weighted average diluted common shares			64,511			14,000			78,511

46

Unaudited Pro Forma Condensed Consolidated Balance Sheets

		October 26, 2008		Pro Forma Adjustments			Pro Forma October 26, 2008
		(Amounts in thousands)
Current assets
	Cash and cash equivalents	$	45,613	$	(5,000	)(c)	$	40,613
	Receivables		91,226		—			91,226
	Inventories		130,413		—			130,413
	Other current assets		54,818		—			54,818
Total current assets			322,070		(5,000	)		317,070
Property, net			139,765		—			139,765
Other assets			96,441		5,000	(d)		101,441
Total assets		$	558,276	$	—		$	558,276
Current liabilities
	Other liabilities	$	147,361	$	—		$	147,361
	5% convertible senior subordinated debentures		100,000		(100,000	)(e)		—
	Other short term borrowings		955		—			955
Total current liabilities			248,316		(100,000	)		148,316
Long-term liabilities
	Senior secured notes		—		67,460	(f)		67,460
	6% convertible subordinated debentures		160,142		—			160,142
	Other long-term borrowings		27,857		—			27,857
	Other non-current liabilities		81,674		—			81,674
Total liabilities			517,989		(32,540	)		485,449
Shareholders' equity
	Common stock		763		140	(g)		903
	Other shareholders' equity		39,524		32,400	(g)(h)		71,924
Total shareholders' equity			40,287		32,540			72,827
	Total liabilities and shareholders' equity	$	558,276	$	—		$	558,276

47

Notes to Unaudited Pro Forma Condensed Financial Statements

(a)

The following table details the net pro forma adjustment to interest expense relating to the Exchange Offer:

		Six Months Ended October 26, 2008			Fiscal Year Ended April 27, 2008
		(Amounts in thousands)
14% Senior secured notes (New Notes)
	Interest expense—cash (5%)(i)	$	2,846		$	5,326
	Interest expense—PIK (9%)(ii)		5,123			9,588
	Amortization of original issue discount(iii)		6,042			10,816
	Amortization of deferred financing costs(iv)		834			1,666
5% convertible senior subordinated debentures (Old Debentures)
	Interest expense		(2,500	)		(5,000	)
	Amortization of deferred financing costs		(400	)		(799	)
	Net increase in interest expense	$	11,945		$	21,597

(i)

The pro forma interest expense paid in cash is equal to 5% of the aggregate balance of both the $103 million face value of the New Notes plus accrued PIK interest, which is compounded quarterly.



(ii)

The pro forma interest expense paid in kind is equal to 9% of the aggregate balance of the $103 million face value of the New Notes plus accrued PIK interest, which is compounded quarterly.



(iii)

The pro forma amortization of the $35.5 million original issue discount has been amortized over three years, using the effective interest method of amortization.



(iv)

The deferred financing costs, as described in footnote (c) of $5 million have been amortized on a straight line basis over three years.



(b)

Represents the gain on extinguishment of the Old Debentures of $27.5 million, which is the difference between the book value of the Old Debentures exchanged and the fair value of the New Notes.



(c)

Represents the estimated expenses of $5 million relating to the Exchange Offer. See note (d) for additional details.



(d)

Represents estimated expenses relating to the Exchange Offer, consisting of $2.5 million of legal fees, $2 million of Dealer-Manager fees and $.5 million relating to printing and other miscellaneous fees.



(e)

Reflects the retirement of $100 million principal amount of the Old Debentures.



(f)

Represents the estimated fair value of the New Notes of $67.5 million. This estimated fair value is subject to change based upon the actual number of Old Debentures tendered for New Notes and fair values observed for similar instruments in active markets. In combination, the fair value of the New Notes and the Shares is equal to recent trading prices of the Old Debentures. Estimated fair values are subject to change until the Exchange Offer is completed.



(g)

Reflects the issuance of 14 million Shares at a price of $0.36 per share, which represents an illustrative price at the date of issuance that corresponds to the minimum price at which all remaining authorized shares of common stock could be issued in the Repurchase Obligation Offer, assuming that $33.5 million of Old Debentures are tendered for the New Notes and Shares in the Exchange Offer.



(h)

The pro forma adjustment includes the amounts as described in note (g), additionally the adjustment includes the effect on equity of a gain on extinguishment of the Old Debentures of $27.5 million, as described in note (b).

48

(2)

The following unaudited pro forma condensed consolidated financial statements assume that $33.5 million of Old Debentures are tendered in exchange for New Notes and Shares. This is the amount required by the Minimum Tender Condition.

Unaudited Pro Forma Condensed Consolidated Statements of Operations

		Six Months Ended October 26, 2008
		Historical			Pro Forma Adjustments			Pro Forma
		(Amounts in thousands, except per share data)
Net sales		$	506,317		$	—		$	506,317
Operating loss			(75,072	)		—			(75,072	)
Other income (expense):
	Interest expense, net		(10,573	)		(4,556	)(a)		(15,129	)
	Other non-operating expenses		1,689			—			1,689
	Total other expenses, net		(8,884	)		(4,556	)		(13,440	)
Loss from continuing operations before taxes			(83,956	)		(4,556	)		(88,512	)
Provision for income taxes			(602	)		—			(602	)
Loss from continuing operations		$	(84,558	)		(4,556	)	$	(89,114	)
Per share amounts applicable to common shareholders:
Basic and diluted loss per share
	Loss from continuing operations	$	(1.17	)				$	(1.16	)
Weighted average common shares			72,381			4,690	(g)		77,071

		Fiscal Year Ended April 27, 2008
		Historical			Pro forma Adjustments			Pro Forma
		(Amounts in thousands, except per share data)
Net sales		$	1,659,980		$	—		$	1,659,980
Operating income			17,883			—			17,833
Other income (expense):
	Interest expense, net		(23,010	)		(8,343	)(a)		(31,353	)
	Other non-operating expenses		4,459			9,213	(b)		13,672
	Total other expenses, net		(18,551	)		869			(17,682	)
Loss from continuing operations before taxes			(718	)		869			151
Benefit for income taxes			3,637			—			3,637
Income (loss) from continuing operations		$	2,919		$	869		$	3,788
Per share amounts applicable to common shareholders:
Basic and diluted income (loss) per share
	Income (loss) from continuing operations	$	0.05					$	0.05
	Income (loss) from continuing operations before nonrecurring items	$	0.05					$	0.08
Weighted average basic common shares			64,228			4,690	(g)		68,918
Weighted average diluted common shares			64,511			4,690	(g)		69,201

49

Unaudited Pro Forma Condensed Balance Sheets

		October 26, 2008		Pro Forma Adjustments			Pro Forma October 26, 2008
		(Amounts in thousands)
Current assets
	Cash and cash equivalents	$	45,613	$	(5,000	)(c)	$	40,613
	Receivables		91,226		—			91,226
	Inventories		130,413		—			130,413
	Other current assets		54,818		—			54,818
Total current assets			322,070		(5,000	)		317,070
Property, net			139,765		—			139,765
Other assets			96,441		5,000	(d)		101,441
Total assets		$	558,276	$	—		$	558,276
Current liabilities
	Other liabilities	$	147,361	$	—		$	147,361
	5% convertible senior subordinated debentures		100,000		(33,500	)(e)		66,500
	Other short term borrowings		955		—			955
Total current liabilities			248,316		(33,500	)		214,816
Long-term liabilities
	14% Senior secured notes		—		22,599	(f)		22,599
	6% convertible subordinated debentures		160,142		—			160,142
	Other long-term borrowings		27,857		—			27,857
	Other non-current liabilities		81,674		—			81,674
Total liabilities			517,989		(10,901	)		507,088
Shareholders' equity
	Common stock		763		47	(g)		810
	Other shareholders' equity		39,524		10,854	(g)(h)		50,378
Total shareholders' equity			40,287		10,901			51,188
	Total liabilities and shareholders' equity	$	558,276	$	—		$	558,276

50

Notes to Unaudited Pro Forma Condensed Financial Statements

(a)

The following table details the net pro forma adjustment to interest expense relating to the Exchange Offer:

		Six Months Ended October 26, 2008			Fiscal Year Ended April 27, 2008
		(Amounts in thousands)
14% Senior secured notes (New Notes)
	Interest expense—cash (5%)(i)	$	953		$	1,784
	Interest expense—PIK (9%)(ii)		1,717			3,212
	Amortization of original issue discount(iii)		2,024			3,623
	Amortization of deferred financing costs(iv)		834			1,667
5% convertible senior subordinated debentures (Old Debentures)
	Interest expense		(838	)		(1,675	)
	Amortization of deferred financing costs		(134	)		(268	)
	Net increase in interest expense	$	4,556		$	8,343

(i)

The pro forma interest expense paid in cash is equal to 5% of the aggregate balance of both the $103 million face value of the New Notes plus accrued PIK interest, which is compounded quarterly.



(ii)

The pro forma interest expense paid in kind is equal to 9% of the aggregate balance of the $103 million face value of the New Notes plus accrued PIK interest, which is compounded quarterly.



(iii)

The pro forma amortization of the $12 million original issue discount has been amortized over three years, using the effective interest method of amortization.



(iv)

The deferred financing costs, as described in footnote (d) of $5 million have been amortized on a straight line basis over three years.



(b)

Represents the gain on extinguishment of the Old Debentures of $9.2 million, which is the difference between the book value of the Old Debentures exchanged and the fair value of the New Notes.



(c)

Represents the estimated expenses of $5 million relating to the Exchange Offer. See note (d) for additional details.



(d)

Represents estimated expenses relating to the Exchange Offer, consisting of $2.5 million of legal fees, $2 million of Dealer-Manager fees and $.5 million relating to printing and other miscellaneous fees.



(e)

Reflects the retirement of $33.5 million principal amount of the Old Debentures.



(f)

Represents the estimated fair value of the New Notes of $22.6 million. This estimated fair value is subject to change based upon the actual number of Old Debentures tendered for New Notes and fair values observed for similar instruments in active markets. In combination, the fair value of the New Notes and the Shares is equal to recent trading prices of the Old Debentures. Estimated fair values are subject to change until the Exchange Offer is completed.

51

(g)

Reflects the issuance of 4.7 million Shares at a price of $0.36 per share, which represents an illustrative price at the date of issuance that corresponds to the minimum price at which all remaining authorized shares of common stock could be issued in the Repurchase Obligation Offer, assuming that $33.5 million of Old Debentures are tendered for the New Notes and Shares in the Exchange Offer.



(h)

The pro forma adjustment includes the amounts as described in note (g), additionally the adjustment includes the effect on equity of a gain on extinguishment of the Old Debentures of $9.2 million, as described in note (b).

52

THE CREDIT FACILITY AMENDMENT

        In connection with the Exchange Offer, on October 29, 2008, the Company entered into the Credit Facility Amendment to permit the consummation of the Exchange Offer. The following description of the Credit Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the Credit Facility Amendment, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part, and is incorporated herein by reference. Capitalized terms used but not otherwise defined in this section shall, unless the context otherwise requires, have the meaning ascribed to such terms in the Credit Facility Amendment, as applicable.

        Pursuant to the Credit Facility Amendment, the Company is permitted to exchange the Old Debentures for senior secured notes or senior subordinated notes in principal amounts and on terms no less favorable to the lenders under the Credit Facility than those set forth in the Credit Facility Amendment. The Credit Facility Amendment also provides for increases in the interest rate and letter of credit fees applicable to the Credit Facility and replaces the fixed charge coverage ratio covenant with an adjusted cash gain/loss covenant and a minimum liquidity covenant. The adjusted cash gain/loss covenant applies if our average daily liquidity, defined as cash, cash equivalents, and unused borrowing capacity, falls below $45 million for any calendar month or if liquidity falls below $25 million on any one day. In the event that we do not meet this minimum liquidity test, our EBITDA minus fixed charges may not exceed certain loss thresholds which will vary over the remaining term of the Credit Agreement. Additionally we are subject to a minimum liquidity covenant that requires that liquidity not fall below $20 million (which was subsequently amended on November 26, 2008 to $25 million, pursuant to a further amendment to the Credit Facility, a copy of which is filed as an exhibit to this registration statement) for more than three consecutive business days.

        As of the effective date of the Credit Facility Amendment, the aggregate revolving commitments thereunder were reduced from $160,000,000 (or $185,000,000 during the period from December 1 to April 30 of each calendar year) to $135,000,000. In addition, the Company has prepaid all term loans under the Credit Facility and the Agent under the Credit Facility has been authorized to release all security interests on Real Estate constituting Term Loan Collateral under the Credit Facility; provided that certain properties which constituted Term Loan Collateral were recharacterized as "boot collateral" and such properties will continue to secure Revolving Loans under the Credit Facility so that the aggregate value of all "boot collateral" is not less than $37,000,000.

        The Credit Facility Amendment permits the New Notes to be secured by second priority Liens on real estate that constitutes collateral securing the obligations under the Credit Facility and first priority liens on additional real estate that does not constitute collateral securing the obligations under the Credit Facility. Each lien on real estate is subject to the lien priority set forth in the Intercreditor Agreement and each lien on any real estate will be automatically released to the extent required by the Intercreditor Agreement. In addition, all obligations and liabilities pursuant to such liens securing the New Notes have to be limited in recourse to such property and otherwise non-recourse to the grantor thereof and its other assets. The aggregate value of all real estate that does not constitute Collateral under the Credit Facility securing the New Notes at the time of the granting of the Lien thereon may not exceed the sum of $20,000,000 and such amount as shall have been notified to the Agent under the Credit Facility and applied to reduce the Maximum Real Estate Loan Amount as defined in the Credit Facility.

        The Credit Facility Amendment incorporates all covenants and events of default under the New Notes so that any breach of a covenant under the New Notes will constitute a default under the Credit Facility and any event of default under the New Notes will constitute an event of default under the Credit Facility.

        Pursuant to the Credit Facility Amendment, the Company will not be permitted to amend or otherwise change the terms of the New Notes, other than (i) to add or replace or substitute Real

53

Estate collateral therefor pursuant to the terms of the New Notes and the Intercreditor Agreement and with respect to which such added or replacement Liens are permitted to be granted under the Credit Facility, (ii) to release any Lien securing the New Notes, (iii) to reduce the amount of obligations secured by any lien securing the New Notes, and (iv) with the agent's consent, to conform mortgage documents to the mortgage documents entered into in connection with the Credit Facility.

        The Credit Agreement Amendment provides for certain other amendments to take into account the Intercreditor Agreement and the New Notes, the collateral on real property to be granted as security for the obligations under the New Notes and to clarify that Obligations under the Credit Facility are "Senior Indebtedness" and "Designated Senior Debt" under the New Notes.

54

THE EXCHANGE OFFER

Purpose of the Exchange Offer

        We are conducting the Exchange Offer so that we can meet our obligations to repurchase Old Debentures that can be put to us on December 15, 2008. In connection with this repurchase obligation for which we have filed a separate Form S-4 registration statement and Schedule TO (as described in the following paragraph), we have elected to pay the repurchase price by issuing shares of our common stock. However, there are various material conditions precedent to our ability to use common stock to satisfy our repurchase obligations as set forth in the indenture governing the Old Debentures. For example, our ability to use common stock is conditioned upon, among other things, (a) having sufficient authorized shares to repurchase the Old Debentures with common stock, (b) the listing of the shares on the principal national securities exchange on which our common stock is listed and (c) the effectiveness of the registration statement related thereto. As a result, we are offering holders of Old Debentures the New Notes, which will (i) provide an increase in yield, (ii) not be subordinated in right of payment to our other outstanding indebtedness, (iii) benefit from subsidiary guarantees and (iv) be secured by certain of our real property; and Shares of our common stock. We anticipate that a successful Exchange Offer would benefit all of our constituencies while significantly reducing our short-term obligation to repurchase the Old Debentures during current difficult financial and operating circumstances.

        We recently commenced the separate Repurchase Obligation Offer to exchange all outstanding Old Debentures for shares of our common stock to fulfill our obligation under the indenture governing the Old Debentures to repurchase Old Debentures that can be put to us on December 15, 2008, as more fully described in the prospectus and related documents forming parts of the Form S-4 filed with the SEC on November 6, 2008, as amended. You should be aware that if no Old Debentures are tendered and accepted in the Exchange Offer (and all outstanding Old Debentures are tendered and not withdrawn in the Repurchase Obligation Offer), and if the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 consecutive trading days ending December 12, 2008 were to be below approximately $0.52 per share (based on the number of shares of our common stock authorized, outstanding and reserved for issuance as of December 5, 2008, but not including any Shares reserved for issuance in the Exchange Offer), then we would not have sufficient authorized shares to satisfy such repurchase obligation. At this time, we do not intend to solicit proxies to further increase our authorized shares. Furthermore, we do not anticipate having sufficient cash to satisfy such repurchase obligation in cash either. If we can not satisfy such repurchase obligations, we would be in default and may seek protection from our creditors in a bankruptcy proceeding.

        Old Debenture holders who are evaluating whether to tender in the Exchange offer or the Repurchase Obligation Offer should also consider the securities that they will hold afterward. In the Exchange Offer we are offering New Notes and Shares, whereas in the Repurchase Obligation Offer we are offering common stock alone. You should be aware that in any bankruptcy proceeding, while a court could decide otherwise, the New Notes would probably receive priority treatment to both the existing Old Debentures and our common stock.

        For the following reasons, we believe that there is greater exposure in the event of a bankruptcy filing, under any scenario, for those holders of Old Debentures who do not participate in the Exchange Offer than there is for those that elect to participate.

•

If most of the Old Debentures are tendered and accepted in the Exchange Offer, a bankruptcy filing may not then be necessary or appropriate.

•

If any holder of the Old Debentures elects to participate in the Repurchase Obligation Offer instead of the Exchange Offer, and we don't have sufficient authorized shares of common stock to repurchase all of the Old Debentures that elect to participate in the Repurchase Obligation Offer, a bankruptcy filing may still not be in the best interests of our stakeholders, regardless of the priority of their claims, because our secured bank lenders have senior claims as to the

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collateral pledged to secure our obligations to them. The pledged collateral includes the bulk of our assets.

•

If we file a bankruptcy proceeding, at the outset the holders of Old Debentures that participated in the Exchange Offer would have secured claims to the collateral pledged to secure the New Notes issued in the Exchange Offer and guarantees of the New Notes from our subsidiaries. The pledge of the collateral and the guarantees would afford them superior treatment in a bankruptcy case over any unsecured creditor, including the holders of Old Debentures that did not participate in the Exchange Offer, regardless of whether they participated (and received shares of common stock) in the Repurchase Obligation Offer.

•

In the event of a bankruptcy filing, a holder of Old Debentures that participated in the Repurchase Obligation Offer and received shares of common stock would hold claims of an equity interest junior to all other claims (including holders of our 6% convertible subordinated debentures), except the claims of an equity interest of other shareholders.

•

In the event we have insufficient authorized shares to repurchase all Old Debentures that elect to participate in the Repurchase Obligation Offer, then those who elected to participate and those that elected not to participate would continue to hold their Old Debentures. In the event of a bankruptcy filing, a holder of Old Debentures would have a claim senior to the 6% convertible subordinated debentures and senior to claims of interest of shareholders, but their claims would be junior to the claims of secured creditors, such as the secured claims of our secured bank lenders and those claims of the holders of New Notes obtained in the Exchange Offer.

•

If a bankruptcy filing were to occur within 90 days of the closing of the Exchange Offer, then a party in interest, including the holders of Old Debentures that did not participate in the Exchange Offer, may cause the filing of an adversary action in the bankruptcy case to avoid the transfer of the New Notes to the holders of the Old Debentures who participate in the Exchange Offer as a "preference." It is impossible to predict with certainty how the court would rule in such a lawsuit.

•

If the court enters a judgment avoiding the issuance of the New Notes, then those who participated in the Exchange Offer and received the New Notes would be restored to their status as holders of Old Debentures as if the Exchange Offer had not occurred. Their claims would then be senior to the holders of Old Debentures who elected to participate in the Repurchase Obligation Offer and received shares of common stock and their claims would be equal to those holders of Old Debentures who either did not elect to participate in the Repurchase Obligation Offer, or who elected to participate but did not receive shares of common stock.

•

At this time, it is impossible to know whether a bankruptcy filing would be necessary or appropriate for the Company, and in the event we file a bankruptcy proceeding there can be no assurance that it would occur within 90 days of the closing of the Exchange Offer or the Repurchase Obligation Offer, or later.

        In deciding whether to participate in the Exchange Offer, you should carefully consider the discussion of risks and uncertainties affecting the Company, the Exchange Offer, the New Notes and Shares, described in the section of this prospectus entitled "Risk Factors," beginning on page [17], and the documents incorporated by reference into this prospectus. Please see the discussion set forth in the section of this prospectus entitled "Risk Factors" for more information on the possible consequences if the Exchange Offer is not successfully completed.

Terms of the Exchange Offer

        We are offering to exchange up to $103,000,000 aggregate principal amount of New Notes and up to 14,000,000 Shares, for any and all Old Debentures validly tendered and accepted in accordance with the terms and subject to the conditions set forth in this prospectus and in the related letter of

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transmittal. You may tender your Old Debentures for exchange by following the procedures described under the heading "—Procedures for Tendering Old Debentures."

        For each $1,000 principal amount of Old Debentures that we accept in the Exchange Offer, you will, upon the terms and subject to the conditions set forth in this prospectus and the related letter of transmittal, receive $1,030 principal amount of New Notes bearing interest at a combined rate of 14%, and a number of Shares equal to the quotient obtained by dividing (a) by (b), where (a) is the quotient obtained by dividing (i) the Maximum Shares Value ($10.5 million) by (ii) the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater, and (b) is $100,000. We will also pay cash for any accrued and unpaid interest, as of the day before the Expiration Date, on any Old Debentures accepted in the Exchange Offer.

        Holders of Old Debentures may call the Information Agent at 1 (800)-322-2885 on the second trading day before the Expiration Date to confirm the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date. Additionally, holders of Old Debentures may call the Information Agent during such 20-trading-day period to confirm the Volume Weighted Average Price for each of the preceding trading days in such 20-trading-day period and the arithmetic average thereof.

        You may tender some or all of your Old Debentures in the Exchange Offer. However, holders of the Old Debentures must tender their Old Debentures in a minimum of $1,000 in principal amount and integral multiples of $1,000. We will only accept for exchange tenders of the Old Debentures in integral multiples of $1,000 principal amount. See "—Acceptance of Old Debentures for Exchange; Delivery of the New Notes and Shares" for more information.

        The Exchange Offer is not being made to, and we will not accept tenders for exchange from, holders of the Old Debentures in any jurisdiction in which the Exchange Offer or the acceptance of the offers would not be in compliance with the securities or blue sky laws of that jurisdiction.

        Neither we nor our officers or directors are making any recommendation as to whether you should tender Old Debentures. Similarly, neither the Exchange Agent, the Dealer-Manager nor the Information Agent is making any such recommendation. In addition, we have not authorized anyone to make any such recommendation. We have not retained and do not intend to retain any unaffiliated representative to act for holders of the Old Debentures or to prepare a report concerning the fairness of the Exchange Offer. You must make your own decision whether to tender your Old Debentures for exchange in the Exchange Offer.

Exchange Offer Expiration Date

        The Expiration Date for the Exchange Offer is December 11, 2008, unless we extend the Exchange Offer. We may extend this expiration date for any reason. The last date on which tenders will be accepted, whether on December 11, 2008 or any later date to which the Exchange Offer may be extended, is referred to as the "Expiration Date." Tenders will be accepted until 5:00 p.m., New York City time, on the Expiration Date.

Extensions; Amendments

        We expressly reserve the right, in our reasonable discretion, for any reason to:

•

delay the acceptance of the Old Debentures tendered for exchange, for example, in order to allow for the rectification of any irregularity or defect in the tender of the Old Debentures, provided that in any event we will promptly issue the New Notes and Shares or return tendered Old Debentures after expiration or withdrawal of the Exchange Offer;

•

extend the time period during which the Exchange Offer is open, by giving oral or written notice of an extension to the holders of the Old Debentures in the manner described below, during which extension all Old Debentures previously tendered and not withdrawn will remain subject to the Exchange Offer;

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•

waive (to the extent waivable by us) or amend any of the terms or conditions of the Exchange Offer; and/or

•

terminate the Exchange Offer, as described under "—Conditions to Completion of the Exchange Offer" below.

        If we consider an amendment to the Exchange Offer to be material, or if we waive a material condition of the Exchange Offer, we will promptly disclose the amendment or waiver in a prospectus supplement or post-effective amendment, as appropriate, and if required by law, we will extend the Exchange Offer for a period of five to 20 business days.

        We will promptly give oral or written notice of any extension, amendment, non-acceptance or termination of the Exchange Offer to the holders of the Old Debentures. In the case of any extension, we will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date. In the case of an amendment to any of the terms or conditions of the Exchange Offer, we will issue a press release or other public announcement.

Procedures for Tendering Old Debentures

        Your tender of Old Debentures to us and our acceptance of your tender will constitute a binding agreement between you and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

         Tender of Old Debentures Held Through a Custodian.    If you are a beneficial owner of the Old Debentures that are held of record by a custodian bank, depositary institution, broker, dealer, trust company or other nominee, you must instruct the custodian, or such other record holder, to tender the Old Debentures on your behalf. Your custodian will provide you with its instruction letter, which you must use to give these instructions.

         Tender of Old Debentures Held Through DTC.    Any beneficial owner of the Old Debentures held of record by DTC, or its nominee, through authority granted by DTC, may direct the DTC participant through which the beneficial owner's Old Debentures are held in DTC, to tender on such beneficial owner's behalf. To effectively tender Old Debentures that are held through DTC, DTC participants should transmit their acceptance through DTC's ATOP system, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an agent's message (as described below) to the Exchange Agent for its acceptance. Delivery of tendered Old Debentures must be made to the Exchange Agent pursuant to the book-entry delivery procedures set forth below or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below. No letters of transmittal will be required to tender the Old Debentures through ATOP.

        In addition:

•

the Exchange Agent must receive a completed and signed letter of transmittal or an electronic confirmation pursuant to DTC's ATOP system indicating the aggregate principal amount of Old Debentures to be tendered and any other documents required by the letter of transmittal; and

•

prior to 5:00 p.m., New York City time, on the Expiration Date,

•

the Exchange Agent must receive a confirmation of book-entry transfer of such Old Debentures, into the Exchange Agent's account at DTC, in accordance with the procedure for book-entry transfer described below; or

•

the holder must comply with the guaranteed delivery procedures described below.

        Your Old Debentures held through DTC should be tendered by book-entry transfer. The Exchange Agent will establish an account with respect to the Old Debentures at DTC for purposes of the Exchange Offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC should make book-entry delivery of the Old Debentures by having DTC transfer such Old Debentures into the Exchange Agent's relevant account at DTC in accordance with DTC's procedures for transfer. Although your Old Debentures will be tendered through the DTC facility, the letter of transmittal, or facsimile, or an electronic confirmation pursuant to DTC's ATOP

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system, with any required signature guarantees and any other required documents must be transmitted to and received or confirmed by the Exchange Agent at its address set forth on the back cover of this prospectus prior to 5:00 p.m., New York City time, on the Expiration Date. You or your broker must ensure that the Exchange Agent receives an agent's message from DTC confirming the book-entry transfer of your Old Debentures. An agent's message is a message transmitted by DTC and received by the Exchange Agent that forms a part of the book-entry confirmation, which states that DTC has received an express acknowledgement from the DTC participant tendering the Old Debentures that such participant agrees to be bound by, and makes each of the representations and warranties contained in, the letter of transmittal, and that such participant agrees that the Company may enforce the letter of transmittal against such participant.

        If you are an institution that is a participant in DTC's book-entry transfer facility, you should follow the same procedures that are applicable to persons holding the Old Debentures through a financial institution.

        Do not send letters of transmittal or other Exchange Offer documents to us or to the Dealer-Manager.

        It is your responsibility to ensure that all necessary materials are received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. If the Exchange Agent does not receive all of the required materials prior to 5:00 p.m., New York City time, on the Expiration Date, your Old Debentures will not be validly tendered. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Exchange Agent.

        Any Old Debentures not accepted for exchange for any reason will be promptly returned, without expense, to the tendering holder after the expiration or termination of the Exchange Offer.

        We will have accepted the validity of tendered Old Debentures if and when we give oral or written notice to the Exchange Agent. The Exchange Agent will act as the tendering holders' agent for purposes of receiving the New Notes from us. If we do not accept any tendered Old Debentures for exchange because of an invalid tender or the occurrence of any other event, the Exchange Agent will return those Old Debentures to you without expense, promptly after the Expiration Date, via book-entry transfer through DTC.

Binding Interpretations

        We will determine in our reasonable discretion all questions as to the validity, form, eligibility and acceptance of the Old Debentures tendered for exchange. Our determination will be final and binding. We reserve the absolute right to reject any and all invalid tenders of any particular Old Debentures or to not accept any particular Old Debentures, which acceptance might, in our reasonable judgment or our counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities in the tender of the Old Debentures. Unless waived, any defects or irregularities in connection with tenders of the Old Debentures for exchange must be cured within such reasonable period of time as we shall determine. None of us, the Exchange Agent or any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of the Old Debentures for exchange, nor shall we or the Exchange Agent or any other person incur any liability for failure to give such notification.

Acceptance of Old Debentures for Exchange; Cash Out of Fractional Issuances; Delivery of the New Notes and Shares

        Once all of the conditions to the Exchange Offer are satisfied or waived, we will accept all Old Debentures validly tendered and will cause the issuance and delivery of the New Notes and Shares promptly after the Expiration Date. The discussion under the heading "—Conditions to Completion of the Exchange Offer" provides further information regarding the conditions to the Exchange Offer. For purposes of the Exchange Offer, we will be deemed to have accepted validly tendered Old Debentures for exchange when, as and if we have given oral or written notice to the Exchange Agent, with written confirmation of any oral notice to be given promptly after giving such notice.

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        The New Notes issued upon consummation of the Exchange Offer will be issued in denominations of $1,000 and any integral multiples of $1,000.

        Holders who tender Old Debentures in exchange for a principal amount of New Notes not evenly divisible by $1,000 will receive cash in an amount equal to the excess principal amount of New Notes not evenly divisible by $1,000.

        No fractional Shares will be issued in the Exchange Offer. In lieu of any fractional Shares that otherwise would be issuable, we will pay cash equal to the product of such fraction multiplied by the arithmetic average of the Volume Weighted Average Price of our common stock for the 20 trading days immediately preceding the second trading day before the Expiration Date, or $0.75 per share, whichever is greater.

        However, in no event shall we be obligated to pay more than $200,000 in cash in lieu of fractional issuances of New Notes (excess principal amounts of New Notes not evenly divisible by $1,000) and Shares in the Exchange Offer. See "—Conditions to Completion of the Exchange Offer."

        In all cases, issuance of the New Notes and Shares for the Old Debentures that are accepted for exchange in the Exchange Offer will be made only after timely receipt by the Exchange Agent of:

•

a book-entry confirmation of such Old Debentures into the Exchange Agent's account at the DTC book-entry transfer facility;

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a properly completed and duly executed letter of transmittal or an electronic confirmation of the submitting holder's acceptance through DTC's ATOP system; and

•

all other required documents, if any.

Book-Entry Transfer

        The Exchange Agent will make a request to establish an account with respect to the Old Debentures at DTC for purposes of the Exchange Offer promptly after the date of this prospectus. Any financial institution participating in DTC's system may make book-entry delivery of Old Debentures by causing DTC to transfer the Old Debentures into the Exchange Agent's account at DTC in accordance with DTC's procedures for transfer. Holders of Old Debentures who are unable to deliver confirmation of the book-entry tender of their Old Debentures into the Exchange Agent's account at DTC or all other documents required by the letter of transmittal to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date must tender their Old Debentures according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

        If you desire to tender your Old Debentures and you cannot complete the procedures for book-entry transfer set forth above on a timely basis, you may still tender your Old Debentures if:

•

your tender is made through an eligible institution;

•

prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent received from the eligible institution a properly completed and duly executed letter of transmittal, or a facsimile of such letter of transmittal or an electronic confirmation pursuant to DTC's ATOP system and notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, that:



(1)

sets forth the name and address of the holder of the Old Debentures tendered;



(2)

states that the tender is being made thereby; and



(3)

guarantees that within three New York Stock Exchange trading days after the Expiration Date a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the Exchange Agent; and

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•

book-entry confirmation and all other documents, if any, required by the letter of transmittal are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.

Withdrawal Rights

        Except as otherwise restricted pursuant to a Tender Agreement, you may validly withdraw your tender of Old Debentures at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

        For a withdrawal to be valid, the Exchange Agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, set forth on the back cover of this prospectus prior to 5:00 p.m., New York City time, on the Expiration Date. Any notice of withdrawal must:

•

specify the name of the person who tendered the Old Debentures to be withdrawn;

•

contain a statement that you are withdrawing your election to have your Old Debentures exchanged;

•

identify the Old Debentures to be withdrawn (including the certificate number or numbers, if applicable, and principal amount of such Old Debentures);

•

specify the principal amount of Old Debentures to be withdrawn;

•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Old Debentures were tendered, including any required signature guarantees; and

•

if you have tendered your Old Debentures in accordance with the procedure for book-entry transfer described above, specify the name and number of the account at DTC to be credited with the withdrawn Old Debentures and otherwise comply with the procedures of such facility.

        Any Old Debentures that have been tendered for exchange, but which are not exchanged for any reason, will be credited to an account maintained with the book-entry transfer facility for the Old Debentures, as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Validly withdrawn Old Debentures may be re-tendered by following the procedures described under the heading "—Procedures for Tendering Old Debentures" above, at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

Return of Old Debentures Not Accepted for Exchange

        If we do not accept any tendered Old Debentures for any reason set forth in the terms and conditions of the Exchange Offer, the unaccepted or non-exchanged Old Debentures tendered by book-entry transfer into the Exchange Agent's account at the book-entry transfer facility will be returned in accordance with the book-entry procedures described above, and the Old Debentures that are not to be exchanged will be credited to an account maintained with DTC, promptly after the expiration or termination of the Exchange Offer.

Conditions to Completion of the Exchange Offer

        Notwithstanding any other provisions of this Exchange Offer, we will not be required to accept for exchange any Old Debentures tendered, and we may terminate or amend the Exchange Offer, if any of the following conditions precedent to the Exchange Offer is not satisfied, or is reasonably determined by us not to be satisfied, and, in our reasonable judgment, the failure of the condition makes it inadvisable to proceed with the Exchange Offer:

•

At least 33.5% of the aggregate principal amount outstanding of the Old Debentures must have been validly tendered and not withdrawn.

•

The number of Shares to be issued pursuant to the Exchange Offer shall not, when combined with the number of shares of our common stock then outstanding and reserved for issuance, exceed the number of shares of our authorized common stock.

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•

The First Lien Collateral (as defined in the section of this prospectus entitled "Description of the New Notes") shall be valued by appraisal as described in the section of this prospectus entitled "Description of the New Notes—Collateral."

•

The registration statement of which this prospectus forms a part shall have become effective and no stop order suspending the effectiveness of the registration statement and no proceedings for such purpose shall have been instituted or be pending, or to our knowledge, be contemplated or threatened by the SEC.

•

We shall not be obligated to pay more than $200,000 in cash in lieu of fractional issuances of New Notes (excess principal amounts of New Notes not evenly divisible by $1,000) and Shares in the Exchange Offer.

•

No action or event shall have occurred, failed to occur or been threatened, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated, enacted, entered, enforced or deemed applicable to the Exchange Offer, by or before any court or governmental, regulatory or administrative agency, authority or tribunal, which either:

•

challenges the making of the Exchange Offer or the exchange of the Old Debentures under the Exchange Offer or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the Exchange Offer or the exchange of the Old Debentures under the Exchange Offer, or

•

in our reasonable judgment, could materially adversely affect our business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects, or would be material to holders of the Old Debentures in deciding whether to accept the Exchange Offer.

•

(a) Trading generally shall not have been suspended or materially limited on or by, as the case may be, either of the New York Stock Exchange or the Nasdaq Stock Market; (b) there shall not have been any suspension or limitation of trading of any of our securities on any exchange or in the over-the-counter market; (c) no general banking moratorium shall have been declared by federal or New York authorities; and (d) there shall not have occurred subsequent to the date of this prospectus any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if the effect of any such outbreak, escalation, declaration, calamity or emergency has a reasonable likelihood to make it impractical or inadvisable to proceed with completion of the Exchange Offer. Without limiting the generality of the foregoing, it would be impracticable or inadvisable to proceed with the completion of the Exchange Offer if the risk of liability to us exceeds the value to us of the Exchange Offer.

•

The trustee under the indenture governing the Old Debentures shall not have objected in any respect to, or taken any action that could in our reasonable judgment adversely affect the consummation of, the Exchange Offer or the exchange of the Old Debentures under the Exchange Offer; nor shall the trustee or any holder of the Old Debentures have taken any action that challenges the validity or effectiveness of the procedures used by us in making the Exchange Offer or the exchange of the Old Debentures under the Exchange Offer.

•

No default or event of default under our Credit Facility shall have occurred and be continuing.

        The foregoing conditions are for our sole benefit and may be waived by us, in whole or in part, in our reasonable discretion. Any determination that we make concerning an event, development or circumstance described or referred to above shall be conclusive and binding upon all parties, subject to the tendering holder's right to bring any dispute with respect thereto before a court of competent jurisdiction.

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        If any of the foregoing conditions is not satisfied, we may, at any time before the expiration of the Exchange Offer:

•

terminate the Exchange Offer and return all tendered Old Debentures to the holders thereof;

•

modify, extend or otherwise amend the Exchange Offer and retain all tendered Old Debentures until the Expiration Date, as it may be extended, subject, however, to the withdrawal rights described in "—Withdrawal Rights" above; or

•

waive the unsatisfied conditions (if waivable by us) and accept all Old Debentures tendered and not previously withdrawn.

        Except for the requirements of applicable U.S. federal and state securities laws, we know of no federal or state regulatory requirements to be complied with or approvals to be obtained by us in connection with the Exchange Offer which, if not complied with or obtained, would have a material adverse effect on us.

No Appraisal Rights

        Holders of Old Debentures do not have dissenters' rights of appraisal in connection with the Exchange Offer.

Legal Limitation

        The above conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, or may be waived by us in whole or in part at any time and from time to time in our reasonable discretion (to the extent such condition is waivable by us).

        In addition, we will not accept for exchange any Old Debentures tendered, and no New Notes or Shares will be issued in exchange for any such Old Debentures, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the New Indenture under the Trust Indenture Act of 1939, as amended.

Fees and Expenses

        Barclays Capital Inc. is acting as the Dealer-Manager in connection with the Exchange Offer. The services of the Dealer-Manager will include assisting in the solicitation of tenders of the Old Debentures and communicating with brokers, dealers, banks, trust companies, nominees and other persons with respect to the Exchange Offer.

        We will pay the Dealer-Manager the following fees for its services in connection with the Exchange Offer: (i) 2.0% of the principal amount of any of the Old Debentures that participate in the Exchange Offer or remain outstanding subsequent to the date the Old Debentures are put to us; (ii) 1.5% of the principal amount of any of the Old Debentures which are exchanged as a result of the Repurchase Obligation Offer; and (iii) a monthly retainer fee of $150,000 (expected to be a total maximum amount of $750,000). In addition, we have agreed to reimburse the Dealer-Manager for its reasonable expenses (including professional and legal fees and disbursements) in connection with the Exchange Offer. Up to $450,000 of the retainer fee is creditable against the fees in (i) and (ii), and we will receive a credit of $200,000 against the fees in (i) and (ii), representing agreed upon credits from prior engagements. Should we determine to engage an investment banker, financial advisor, underwriter or placement agent prior to August 1, 2009, the Dealer-Manager will have the right but not the obligation, subject to certain limitations, to participate in such capacity.

        The obligations of the Dealer-Manager are subject to certain conditions, including the truth of representations and warranties made by us to the Dealer-Manager, the performance by us of our obligations in connection with the Exchange Offer and the receipt of legal opinions and certificates by the Dealer-Manager. We have agreed to indemnify the Dealer-Manager against certain liabilities, including liabilities under the federal securities laws, or to contribute to payments that the Dealer-Manager may be required to make in respect thereof. Questions regarding the terms of the Exchange

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Offer may be directed to the Dealer-Manager at the address set forth on the back cover of this prospectus.

        From time to time, the Dealer-Manager and its affiliates have provided investment banking and other services to us for customary compensation. The Dealer-Manager, in the ordinary course of business, also makes markets in our securities, including the Old Debentures. As a result, from time to time, the Dealer-Manager may own certain of our securities, including the Old Debentures.

        We have retained MacKenzie Partners, Inc. to act as the Information Agent and The Bank of New York Mellon Trust Company, N.A. to act as the Exchange Agent in connection with the Exchange Offer. The Information Agent may contact holders of the Old Debentures by mail, telephone, facsimile transmission and personal interviews and may request brokers, dealers and other nominee existing holders to forward materials relating to the Exchange Offer to beneficial owners. The Information Agent and the Exchange Agent will receive a fee for their respective services, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against liabilities in connection with their services, including liabilities under the federal securities laws.

        Neither the Information Agent nor the Exchange Agent has been retained to make solicitations or recommendations. The fees that they receive will not be based on the aggregate principal amount of the Old Debentures tendered under the Exchange Offer.

        We will not pay any fees or commissions to any broker or dealer, or any other person, other than the Dealer-Manager for soliciting tenders of the Old Debentures under the Exchange Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

Exchange Agent

        The Bank of New York Mellon Trust Company, N.A. has been appointed as the Exchange Agent for the Exchange Offer. All executed letters of transmittal should be directed to the Exchange Agent at its contact information set forth on the back cover of this prospectus. If you deliver the letter of transmittal to an address or transmit instructions via facsimile other than that of the Exchange Agent as set forth on the back cover of this prospectus, then such delivery or transmission does not constitute a valid delivery of such letter of transmittal.

Information Agent

        MacKenzie Partners, Inc. has been appointed as the Information Agent for the Exchange Offer. Questions relating to the procedures for tendering of Old Debentures, requests for assistance, and requests for notices of guaranteed delivery should be directed to the Information Agent at the address or telephone number set forth on the back cover of this prospectus. Requests for additional copies of this prospectus and the letter of transmittal may be directed to the Information Agent, at its address and telephone number set forth on the back cover of this prospectus.

Interests of Directors and Executive Officers

        To our knowledge, none of our directors, executive officers or controlling persons, or any of their affiliates, beneficially own any of the Old Debentures or will be tendering any Old Debentures pursuant to the Exchange Offer. Neither we nor any of our subsidiaries nor, to our knowledge, any of our directors, executive officers or controlling persons, nor any affiliates of the foregoing, have engaged in any transaction in the Old Debentures during the 60 days prior to the date hereof.

Schedule TO

        Pursuant to Rule 13e-4 under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO which contains additional information with respect to the Exchange Offer. Such Schedule TO, including the exhibits and any amendment thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth under the caption "Where You Can Find More Information."

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DESCRIPTION OF THE NEW NOTES

General

        You can find the definitions of certain terms used in this description under "—Certain Definitions." Certain defined terms used in this Description of the New Notes but not defined below under "—Certain Definitions" have the meanings assigned to them in the Indenture. All references in this Description of the New Notes to the "Company" are limited to Fleetwood Enterprises, Inc. and do not include any of its Subsidiaries.

        The Company will issue the new 14% Senior Secured Notes due 2011 (the "Notes") under an indenture (the "Indenture") among itself, the Guarantors and Deutsche Bank Trust Company Americas as trustee (the "Trustee") and collateral agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act for a statement thereof.

        The following summary of the material provisions of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture. The Company has filed a copy of the proposed form of Indenture with the Securities and Exchange Commission as an exhibit to the registration statement of which this prospectus is a part, and you can access this information as described under "—Where You Can Find More Information."

        From time to time prior to December 16, 2008, the Company may issue additional Notes under the Indenture having identical terms and conditions to the Notes (the "Additional Notes"). Additional Notes may be issued solely in exchange for, or for the purpose of retiring or providing cash proceeds to be applied to retire, the Company's 2003 Subordinated Debentures that remain outstanding after the initial issuance of the Notes; provided that the Company may not issue more than $5.0 million in aggregate principal amount of Additional Notes for cash proceeds. The Notes in the initial offering and the Additional Notes may be issued under one or more CUSIPs. In addition, in connection with, and to evidence, the payment of PIK Interest (as defined under "—Principal, Maturity and Interest") (in each case, a "PIK Payment"), the Company is entitled, without the consent of the holders, to increase the outstanding principal amount of the Notes or issue additional Notes (the "PIK Notes") under the Indenture on the same terms and conditions as the other Notes offered hereby. Any Additional Notes and PIK Notes will share ratably in the first-priority mortgages or deeds of trust on the First Lien Collateral and in the second-priority mortgages or deeds of trust on the Second Lien Collateral and will share ratably in the benefits available under the Note Guarantees described below.

        The aggregate original principal amount of all Notes initially issued under the Indenture and all Additional Notes thereafter issued under the Indenture (but excluding PIK Payments and any PIK Notes issued in connection with PIK Payments) will not exceed $103.0 million. The Notes initially offered by the Company and any PIK Notes and Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including waivers, amendments redemptions and offers to purchase. Unless the context requires otherwise, references to "Notes" for all purposes of the Indenture and this "Description of the New Notes" include any Additional Notes and PIK Notes that are actually issued, and references to "principal amount" of the Notes include any increase in the principal amount of the outstanding Notes as a result of a PIK Payment.

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Brief Description of the Notes and the Note Guarantees

The Notes

        The Obligations of the Company under the Notes:

•

will be senior Obligations of the Company;

•

will be secured by first-priority mortgages or deeds of trust on the First Lien Collateral, which consists of certain Real Estate owned by certain Guarantors with an anticipated value between $19.25 million and $20.0 million, subject to certain exceptions as more fully described under "—Collateral" below, which mortgages or deeds of trust will be non-recourse to the mortgagors;

•

will be secured by second-priority mortgages or deeds of trust on the Second Lien Collateral, which consists of certain other Real Estate owned by certain Guarantors constituting collateral for the Existing Credit Facilities with an appraised value of $58,200,000, based upon appraisals obtained between 2003 and 2008, subject to certain exceptions as more fully described under "—Collateral" below, which mortgages or deeds of trust will be non-recourse to the mortgagors and will be subordinated to the mortgages or deeds of trust securing the Obligations under the Existing Credit Facilities (due to current economic conditions and the subordinated nature of some of the real estate security for the Notes, the security for the Notes may be limited in value to the Holders as described in more detail under "Risk Factors—Risks Relating to the New Notes and Shares");

•

will rank equally in right of payment with all existing and any future unsecured Senior Debt and other unsecured senior obligations of the Company and will be effectively junior to all existing and future secured senior Debt and other secured senior obligations of the Company to the extent of the priority and value of the Liens securing such Debt;

•

will be senior in right of payment to all existing and any future Subordinated Debt of the Company, including the 1998 Subordinated Debentures and the 2003 Subordinated Debentures;

•

will be unconditionally guaranteed on an unsecured subordinated basis by the Guarantors pursuant to the Note Guarantees as described below; and

•

will be effectively subordinated to all liabilities (including trade payables) and Preferred Stock of each Subsidiary of the Company that is not a Guarantor.

Note Guarantees

        The Company's payment obligations under the Notes will be unconditionally guaranteed on a joint and several basis by Subsidiaries of the Company that are borrowers or guarantors under the Existing Credit Facilities. The Note Guarantees will provide that, except to the extent limited by laws affecting the enforcement of obligations secured by real property (such as "one action" and anti-deficiency statutes), the existence and/or enforcement of the mortgages or deeds of trust to secure the Notes shall not reduce the amount of such Guarantees or create any defense to the enforceability thereof. Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary without rendering the Note Guarantee, as it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

        The Note Guarantees:

•

will be general unsecured Obligations of the Guarantors, subordinated in right of payment to the Obligations of the Guarantors in respect of all Designated Senior Debt but ranking equally in right of payment with all other existing and any future unsecured Senior Debt and other

66

unsecured senior obligations of the Guarantors, other than the Obligations in respect of Designated Senior Debt;

•

will be effectively junior to all secured Debt and other secured obligations of each Guarantor to the extent of the value of the collateral securing such Debt and other secured obligations; and

•

will be senior in right of payment to all existing and future Subordinated Debt of the applicable Guarantor.

        Not all Subsidiaries of the Company will guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, such non-Guarantor Subsidiary will pay the holders of its debt and trade creditors before it will be able to distribute any of its assets to the Company or its Subsidiaries owning equity interests in such Non-Guarantor Subsidiary. The non-Guarantor Subsidiaries generated less than 1% of the Company's consolidated revenues in the twelve-month period ended April 27, 2008 and held approximately 5% of the Company's consolidated assets as of October 26, 2008.

Principal, Maturity and Interest

        The Company will initially issue up to $103 million in aggregate principal amount of Notes. The Notes will be issued at a 3% premium to exchange value or cash proceeds received. The Notes will mature on December 15, 2011.

        Interest will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2009, to the holders of Notes of record on the immediately preceding February 28 (or February 29 if applicable), May 31, August 31 and November 30. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        Interest on the Notes will accrue at a combined rate of 14% per annum from the Issue Date. The Company will pay interest on overdue principal at a rate of 1% in excess of the rate otherwise applicable as described below and will pay interest on overdue installments of interest at such higher rate to the extent lawful. The Company will pay interest on the Notes with a combination of cash ("Cash Interest") and by increasing the principal amount of the outstanding Notes or by issuing PIK Notes ("PIK Interest") that will accrue interest at the same rate per annum as the Notes offered hereby. Cash Interest on the Notes will accrue at the rate of 5% per annum and PIK Interest on the Notes will accrue at the rate of 9% per annum.

        PIK Interest on the Notes will be payable (x) with respect to Notes represented by one or more Global Notes (as defined below under "—Book Entry; Delivery and Form") registered in the name of, or held by, The Depository Trust Company ("DTC") or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest $1,000) and (y) with respect to Notes represented by certificated Notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole dollar), and the Trustee will, at the request of the Company, authenticate and deliver such PIK Notes in certificated form for original issuance to the holders on the relevant record date, as shown by the records of the register of holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment also will mature on December 15, 2011 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the

67

same rights and benefits as the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description "PIK" on the face of such PIK Note.

Methods of Receiving Payment on the Notes

        Principal and interest on the Notes will be payable at the office or agency of the Company maintained for such purpose (the "Paying Agent") or, at the option of the Company, payment of Cash Interest, made by check, and PIK Interest in the form of PIK Notes, may be mailed to the holders of the Notes at their respective addresses set forth in the register of holders of Notes; provided that all payments of principal and Cash Interest with respect to any Notes the holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the holders thereof. Until otherwise designated by the Company, the Company's office or agency will be the office of the Trustee in the City of New York maintained for such purpose. The Notes other than PIK Notes will be issued in denominations of $1,000 and integral multiples thereof.

Ranking

        The Notes will be Senior Debt of the Company, will rank equally in right of payment with all existing and any future unsecured Senior Debt and other unsecured senior obligations of the Company and will be effectively junior to all existing and future secured senior Debt and other secured senior obligations of the Company to the extent of the priority and value of the Liens securing such Debt. The Notes will rank senior in right of payment to all existing and any future Subordinated Debt of the Company, including the 1998 Subordinated Debentures and the 2003 Subordinated Debentures. The Notes will be unconditionally guaranteed, jointly and severally, on an unsecured subordinated basis by the Guarantors pursuant to the Note Guarantees. The Notes will be effectively subordinated to all liabilities (including trade payables) and Preferred Stock of each Subsidiary of the Company that is not a Guarantor.

        The Obligations of the Company under the Notes will also have the benefit of first-priority mortgages or deeds of trust in the First Lien Collateral and will have the benefit of second-priority mortgages or deeds of trust on the Second Lien Collateral, in each case subject to the exceptions described under "—Collateral", which mortgages or deeds of trust will be non-recourse to the mortgagors.

        As of December 4, 2008, on an as adjusted basis, giving effect to the consummation of the Exchange Offer and assuming that all of the 2003 Subordinated Debentures are validly tendered and accepted for exchange in the Exchange Offer, the Company would have had:

(1)

$259.1 million of Senior Debt, including $259.1 million of Secured Debt; and



(2)

$160.1 million of Subordinated Debt, consisting of the Company's 6% Convertible Subordinated Notes due 2028.

        The Note Guarantees will be general unsecured Obligations of the Guarantors, subordinated in right of payment to the Obligations of the Guarantors in respect of all Designated Senior Debt but ranking equally in right of payment with all other existing and any future unsecured Senior Debt and other unsecured senior obligations of the Guarantors, other than the Obligations in respect of Designated Senior Debt. The Note Guarantees will be effectively junior to all secured Debt and other obligations of each Guarantor to the extent of the value of the collateral securing such Debt and other obligations. The Note Guarantees will be senior in right of payment to all existing and future Subordinated Debt of the applicable Guarantor.

        As of December 4, 2008, the Guarantors had $192.6 million of secured Debt, of which $62.2 million was Designated Senior Debt secured by a priority Lien on the Second Lien Collateral and

68

by a Lien on substantially all current assets of the Guarantors. The Company and its Subsidiaries would have been able to borrow an additional $7.1 million under the Existing Credit Facilities.

        Although the Indenture contains limitations on the amount of additional Debt that the Issuer and the Guarantors and Non-Guarantor Subsidiaries may incur, under certain circumstances the amount of such Debt could be substantial and such Debt may be Senior Debt or Secured Debt.

Subordination of the Guarantees

        The payment of principal, interest and any and all other Obligations on the Note Guarantees will be subordinated in right of payment, as set forth in the Indenture, to the prior payment in full in cash of all of the Designated Senior Debt, including Designated Senior Debt incurred after the Issue Date. Such subordination is for the benefit of and enforceable by the holders of Designated Senior Debt. For the avoidance of doubt, proceeds of First Lien Collateral will not be subject to the subordination provisions of the Indenture.

        Upon any payment or distribution to creditors of any Guarantor in a total or partial liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property, an assignment for the benefit of creditors or any marshaling of such Guarantor's assets and liabilities, the holders of Designated Senior Debt will be entitled to receive payment in full in cash of all Obligations due in respect of such Designated Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the Designated Senior Debt, whether or not allowed or allowable in such proceeding) before the holders of Notes will be entitled to receive any payment with respect to the Note Guarantees, and until such Designated Senior Debt is paid in full, in cash, any payment or distribution to which the holders of Notes would be entitled but for these provisions shall be made to the holders of Designated Senior Debt, except that holders of Notes may receive and retain Permitted Junior Securities.

        To the extent any payment of principal of, premium, if any, or interest on any Designated Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, such Designated Senior Debt or part thereof intended to be satisfied shall be deemed reinstated and outstanding, as if such payment had not occurred.

        The term "payment" means, with respect to the Note Guarantees, any payment, whether in cash or other assets or property, of interest, principal, or any other amount on, of or in respect of the Notes, any other acquisition of Notes and any deposit into the trust described under "—Legal Defeasance and Covenant Defeasance" below. The verb "pay" has a correlative meaning. Notwithstanding anything to the contrary herein, the proceeds of the Collateral and the rights appurtenant thereto shall not be subject to the subordination provisions of the Indenture. The proceeds of the Second Lien Collateral and the rights appurtenant thereto shall be subject to the subordination and other restrictive provisions of the Intercreditor Agreement, as discussed under "—Intercreditor Agreement."

        A Guarantor also may not make any payment or distribution upon or in respect of its Note Guarantee if:

(1)

a default in the payment of any Obligations with respect to Designated Senior Debt of such Guarantor occurs and is continuing (a "payment default"); or



(2)

any default, other than a payment default, occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity (or that would permit such holders to accelerate with the

69

giving of notice or the passage of time or both) (a "non-payment default") and, in the case of this clause (2) only, the Trustee receives a notice of such default (a "Payment Blockage Notice") from the Company or a Representative for, or the holders of a majority of the outstanding principal amount of, any issue of Designated Senior Debt.

        Payments on the Note Guarantees may and shall be resumed (including any missed payments):

(1)

in the case of a payment default, upon the date on which such default is cured or waived and, in the case of Designated Senior Debt that has been accelerated, such acceleration has been rescinded or such Designated Senior Debt has been repaid in full; and



(2)

in case of a non-payment default, the earliest of (I) the date on which such non-payment default is cured or waived or is no longer continuing, (II) 179 days after the date on which such Payment Blockage Notice was received, unless the maturity of any Designated Senior Debt has been accelerated, if these provisions otherwise permit the payment, (III) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt of the Guarantor rescinding the Payment Blockage Notice and (IV) the date on which such Designated Senior Debt has been discharged or is repaid in full in cash and all commitments thereunder have been terminated.

        No new period of payment blockage may be commenced on account of any non-payment default unless and until (x) 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (y) all scheduled payments of interest on the Notes that have come due have been paid in full. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been waived for a period of at least 90 days.

        Notwithstanding any of the foregoing to the contrary, during any 360 day period, there must be a period of at least 180 days during which there is no Payment Blockage Notice is in effect. Any failure to make a payment due under the Notes as a result of a Payment Blockage Notice shall not prevent any commencement of any enforcement action against any Collateral in accordance with the terms of the Intercreditor Agreement and the Collateral Documents.

        As a result of the subordination provisions described above, in the event of a liquidation or insolvency, holders of Notes may recover less than other creditors of the relevant Guarantor, including holders of Designated Senior Debt.

        If the Trustee, the Collateral Agent or any holder of the Notes receives a payment in respect of a Note Guarantee (except in Permitted Junior Securities) when:

(1)

the payment is prohibited by these subordination provisions; and



(2)

the Trustee or the holder has actual knowledge that the payment is prohibited;

the Trustee, the Collateral Agent or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Designated Senior Debt. Upon the proper written request of the Representative of Designated Senior Debt, the Trustee, the Collateral Agent or the holder, as the case may be, will deliver the amounts in trust to the holders of Designated Senior Debt or their proper Representative.

        The Company must promptly notify holders of Designated Senior Debt if payment of the Notes is accelerated because of an Event of Default.

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Collateral

Assets Pledged as Collateral

        The Obligations of the Company under the Notes, the Indenture and the Collateral Documents will be secured by first-priority mortgages or deeds of trust in the Real Estate described below as First Lien Collateral and second-priority mortgages or deeds of trust in the Real Estate described below as Second Lien Collateral. Both the First Lien Collateral and the Second Lien Collateral may be subject to Permitted Liens. The Persons holding Permitted Collateral Liens may have rights and remedies with respect to the property subject to such Liens that, if exercised, could adversely affect the value of the Collateral or the ability of the Collateral Agent to realize or foreclose on the Collateral.

        The First Lien Collateral does not secure Obligations under the Existing Credit Facilities. We will be required to use reasonable best efforts to provide first lien mortgages or deeds of trust over all First Lien Collateral on the Issue Date.

        The First Lien Collateral will be comprised of real properties owned in fee simple by certain Guarantors and located in various states. The properties comprising the First Lien Collateral are manufacturing facilities that produce recreational vehicles and manufactured housing supply operations. A majority of the First Lien Collateral properties will consist of approximately 100,000 to 140,000 square-foot manufacturing facilities situated on 15 to 20 acre sites, but a number of them may be significantly smaller. It is a condition precedent to the exchange of Notes for the 2003 Subordinated Debentures that the First Lien Collateral have an aggregate appraised value of between $19.25 million and $20.0 million (plus, if it is necessary to pledge a pool of assets whose aggregate value is greater than $20.0 million in order to generate a pool of assets whose aggregate value is at least $19.25 million, such additional amount as permitted pursuant to the Existing Credit Facilities). The company that appraised the Real Estate that will constitute First Lien Collateral is PGP Valuation, Inc., which is the same company that provided many of the appraisals regarding the Second Lien Collateral under the Existing Credit Facilities. The Company has no obligation to obtain additional appraisals on an ongoing basis regarding the Collateral.

        The Second Lien Collateral already secures Obligations under the Existing Credit Facilities. We will be required to use reasonable best efforts to provide second lien mortgages or deeds of trust over all Second Lien Collateral at the Issue Date but in any event no later than 15 days after the Issue Date. From and after the Issue Date, if the Company or any Guarantor substitutes or replaces any Second Lien Collateral in accordance with the Existing Credit Facility, the Company or such Guarantor must substantially concurrently grant a second-priority Lien upon such substitute or replacement Second Lien Collateral to secure the Obligations of the Company under the Notes.

        The Obligations under the Notes will be secured by the Second Lien Collateral on a junior secured basis, pursuant to the terms of the Collateral Documents and the Intercreditor Agreement, and the second-priority mortgages or deeds of trust in the Second Lien Collateral securing the Obligations under the Notes under the Collateral Documents will rank junior in priority to any and all Liens in the Second Lien Collateral at any time granted to secure the Obligations under the Existing Credit Facilities. In addition, the Obligations under the Notes are not secured by any of the assets of the Company or any Subsidiary of the Company other than the First Lien Collateral and the Second Lien Collateral. See "Risk Factors—Risks Relating to the New Notes and Shares."

        The Second Lien Collateral initially is comprised of 18 real properties owned in fee simple by certain Guarantors and located in Arizona, Idaho, Virginia, Pennsylvania, Indiana, Florida, Texas, Oregon, North Carolina and Georgia. The properties comprising the Second Lien Collateral are manufacturing facilities that produce recreational vehicles, manufactured housing and parts for recreational vehicles. A majority of the Second Lien Collateral properties consist of approximately

71

100,000 to 140,000 square foot facilities situated on 15 to 20 acre sites. The Second Lien Collateral is subject to substitution as described below.

        The Trustee's Lien on the Collateral will be recourse only to the Real Estate subject to such Lien and not the owner thereof if other than the Company and will secure the Obligations of the Company under the Notes but not the Obligations of any Guarantor in respect of its Note Guarantee.

        The Existing Credit Facilities are secured by substantially all of our assets, including some of our Real Estate which also secures the Notes by a second priority lien. The collateral for the Notes that also secures the Existing Credit Facilities may be of limited value to the Holders of the Notes because in the event of a default under both the Existing Credit Facilities and the Notes, or the Company's bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, the proceeds from the sale of Real Estate that secures the Existing Credit Facilities will first be applied to repay indebtedness outstanding under the Existing Credit Facilities. Furthermore, there is no requirement in the Existing Credit Facilities that the lenders under such facilities attempt to first seek recovery out of collateral that does not also secure the Notes and there can be no assurances that the lenders would not first proceed against the shared collateral. If the lenders under the Existing Credit Facilities were to first seek recovery out of the shared collateral, there might not be any proceeds from the sale of such properties available to the Holders of the Notes as the indebtedness outstanding under the Existing Credit Facilities currently exceeds the aggregate value of such properties. However, if the lenders under the Existing Credit Facilities were to first seek recovery out of collateral that does not also secure the Notes, the value of the Real Estate that secures the Notes by a second priority lien might be significant. The lenders under the Existing Credit Facilities are likely to first seek recovery out of the collateral which is the most liquid. We have no reason to believe that the shared collateral is more or less liquid than the collateral securing only the Existing Credit Facilities and thus no reason to believe that the lenders would proceed first against the shared collateral. Based on appraisals conducted between 2003 and 2008 in connection with the Existing Credit Facilities, the aggregate appraised value of all Real Estate which secures the Existing Credit Facilities on a first lien basis and which will secure the Notes on a second lien basis was $58,200,000, including "boot collateral" (as described in the section of this prospectus entitled "The Credit Facility Amendment") with an appraised value of $38,170,000. Under our Existing Credit Facilities we can borrow the lesser of the $135 million of total commitments under the facility and the borrowing base. The borrowing base consists primarily of inventories and accounts receivable and a real estate subfacility. Inventories and accounts receivable can fluctuate significantly and the borrowing base is revised weekly for changes in receivables and monthly for changes in inventory balances. Historically, the borrowing base has been less than the total commitments under our Existing Credit Facilities and thus has been the limiting factor on how much we can borrow. The average availability under our Existing Credit Facilities in the four fiscal quarters ended September 2008 was approximately $41.5 million. The highest availability during such four fiscal quarter period was approximately $89.2 million and the lowest availability during such four fiscal quarter period was approximately $8.1 million. At December 1, 2008, we had $62.2 million of outstanding indebtedness under the Existing Credit Facilities, and the Company and its Subsidiaries would have been able to borrow an additional $7.1 million under the Existing Credit Facilities. See "Risk Factors—Risks Relating to the New Notes and Shares."

Intercreditor Agreement

        On the Issue Date, Bank of America, N.A. as the administrative agent under the Existing Credit Facilities (the "Administrative Agent"), on behalf of the lenders under the Existing Credit Facilities and as Priority Lien Collateral Agent, and the Trustee, on behalf of the Holders of the Notes and Deutsche Bank Trust Company Americas as the Collateral Agent (and together with the Administrative Agent, the "Secured Parties"), will enter into an intercreditor agreement (the "Intercreditor Agreement") which will be acknowledged by the Company and the Guarantors and will provide for the

72

allocation of the relative rights between the Administrative Agent and the Trustee with respect to the Second Lien Collateral and the enforcement with respect thereto and for certain rights of access to the properties constituting First Lien Collateral. The following summary of certain provisions of the Intercreditor Agreement does not purport to be complete and is qualified in its entirety by reference to the final Intercreditor Agreement.

        The Intercreditor Agreement will provide, among other things that:

(1)

the Administrative Agent and the lenders under the Existing Credit Facilities have a Lien on the Second Lien Collateral, senior and prior to the Lien of the Trustee and the holders of the Notes and the Collateral Agent in such Second Lien Collateral;



(2)

the Administrative Agent and the lenders under the Existing Credit Facilities may enforce (or refrain from enforcing) their prior Lien in the Second Lien Collateral as they may determine in their sole and exclusive discretion;



(3)

as between the Obligations under the Existing Credit Facilities and the Notes and the Indenture, proceeds of the Second Lien Collateral will be applied, first to the outstanding Obligations under the Existing Credit Facilities, with any remaining proceeds to be paid to the Trustee for application in accordance with the provisions of the Indenture and the Notes;



(4)

in a bankruptcy or insolvency proceeding the Administrative Agent may consent to the use of Second Lien Collateral in its sole discretion;



(5)

until the Obligations under the Existing Credit Facilities have been paid in full in cash, the Collateral Agent, on behalf of the Trustee and the holders of the Notes, will not directly or indirectly seek to foreclose or realize upon, judicially or non-judicially, any Second Lien Collateral or take any other enforcement action against or in respect of the Second Lien Collateral; and



(6)

until the Obligations under the Existing Credit Facilities have been paid in full in cash the collateral agent under the Existing Credit Facilities will have rights of access for a specified period to the First Lien Collateral to exercise remedies with respect to certain collateral securing the Existing Credit Facilities located on the First Lien Collateral.

Sufficiency of Collateral

        By its nature, a significant portion of the Collateral is illiquid and may have no readily ascertainable market value. The fair market value of the Collateral is subject to fluctuations based on factors that include, among others, the condition of the real estate industry, the ability to sell the Collateral in an orderly sale, general economic conditions (including declining real estate values, home foreclosures and tightening credit conditions), the availability of buyers and similar factors. The amount to be received upon a sale of the Collateral would also be dependent on numerous factors, including, but not limited to, the actual fair market value of the Collateral at such time and the timing and the manner of the sale. If the Collateral were sold at a foreclosure sale in the near future, local and national economic conditions and the unavailability of credit for the purchase of real estate would likely reduce the number of bidders as well as the amount that persons participating in the foreclosure sale would pay for the Collateral, yielding a lower sale price for the Collateral. Further, there can be no assurance that the Collateral can be sold in a short period of time. In addition, the proceeds received in connection with a sale of the Second Lien Collateral may not be sufficient to satisfy the Existing Credit Facilities Obligations, and in such circumstances the holders of Notes would not receive proceeds for application to repay the Notes. Finally, in the event of a bankruptcy, the ability of the holders to realize upon any of the Collateral may be subject to certain bankruptcy law limitations as described below.

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Certain Covenants with respect to the Collateral

        The Collateral will be pledged pursuant to the Collateral Documents, which contain provisions relating to the administration, preservation and disposition of the Collateral. The following is a summary of some of the covenants and provisions set forth in the Collateral Documents and the Indenture as they relate to the Collateral.

         Maintenance of Collateral.    The Indenture and/or the Collateral Documents provide that the Company shall, and shall cause its Subsidiaries to, maintain the Collateral in good, safe and insurable operating order, condition and repair (ordinary wear and tear excepted) and do all other acts as may be reasonably necessary or appropriate to maintain and preserve the value of the Collateral in all material respects. The Indenture and/or the Collateral Documents also provide that the Company shall, and shall cause its Subsidiaries to, pay all real estate and other taxes (except for those being contested in good faith and for which adequate reserves have been made), and maintain in full force and effect all material permits and certain insurance coverages, except to the extent that the failure to maintain such permits and coverages follows the sale of the assets to which such permits or coverages relate.

         Further assurances.    The Collateral Documents and the Indenture provide that, subject to the Intercreditor Agreement, the Company shall, and shall cause its Subsidiaries to, at their sole expense, do all acts that are reasonably requested by the Collateral Agent or that may be reasonably necessary so that the Collateral Agent holds, for the benefit of the holders of the Notes and the Trustee, duly created, enforceable and perfected Liens and mortgages or deeds of trust in the Collateral (subject to Permitted Collateral Liens) as contemplated by the Indenture, the Collateral Documents and the Intercreditor Agreement.

        As necessary, or upon reasonable request of the Collateral Agent or the Trustee, and, subject to the Intercreditor Agreement, the Company shall, and shall cause its Subsidiaries to, at their sole expense, execute, acknowledge and deliver such documents and instruments and take such other actions, as may be necessary or as the Collateral Agent or the Trustee may reasonably request to create, protect, assure, perfect, transfer and confirm the Liens (subject to Permitted Collateral Liens), benefits, property and rights conveyed or intended to be conveyed by the Indenture or the Collateral Documents for the benefit of the holders and the Trustee, including with respect to after-acquired Collateral.

         Real estate mortgages and filings.    With respect to any fee interest in certain real property (individually and collectively, the "Premises") constituting Collateral on the Issue Date, or substitute Second Lien Collateral substituted in accordance with the provisions described under "—Substitution of Collateral" below:

(1)

With regard to any First Lien Collateral, the Company shall deliver to the Collateral Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgages, each dated as of the Issue Date in accordance with the requirements of the Indenture and/or the Collateral Documents, duly executed by the Company or its applicable Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected first-priority Lien (subject to Permitted Liens of the type described in clauses (b), (e) and (f) of the definition thereof and, in the case of clauses (b) and (e), in an amount not to exceed $400,000 in the aggregate) against the properties purported to be covered thereby, and an environmental indemnity relating to such properties that will be subordinated in right of payment to the same extent as the Note Guarantees;



(2)

With regard to any Second Lien Collateral, subject to the Intercreditor Agreement, the Company shall deliver to the Collateral Agent, as mortgagee or beneficiary, as applicable, fully

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executed counterparts of Mortgages, each dated as of the Issue Date or, if later, the date such property is pledged to secure Obligations under the Existing Credit Facilities, in accordance with the requirements of the Indenture and/or the Collateral Documents, duly executed by the Company or its applicable Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject to Permitted Collateral Liens) against the properties purported to be covered thereby, and an environmental indemnity relating to such properties that will be subordinated in right of payment to the same extent as the Note Guarantees; and

(3)

the Collateral Agent shall have received mortgagee's title insurance policies or date-down endorsements to the existing title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of itself and the Trustee, the holders of the Notes, in the form necessary, with respect to the property purported to be covered by such Mortgage, to insure that the interests created by the Mortgage constitute valid first-priority or second-priority Liens, as applicable, on such property free and clear of all Liens, defects and encumbrances (subject to Permitted Collateral Liens), including, to the extent available at a commercially reasonable premium, the endorsements equivalent to those delivered in connection with the Existing Credit Facilities and shall be accompanied by evidence of the payment in full of all premiums thereon.

Foreclosure

        Upon the occurrence and during the continuance of an Event of Default, the Collateral Documents provide for (among other available remedies) the foreclosure upon and sale of the applicable Collateral by the Collateral Agent and the distribution of the net proceeds of any such sale to the holders of the Notes, subject to any prior Liens on the Collateral and the provisions of the Intercreditor Agreement. The Intercreditor Agreement imposes severe restrictions upon the ability of the Collateral Agent to pursue foreclosure on the Second Lien Collateral. See "—Intercreditor Agreement". In the event of foreclosure on the Collateral, the proceeds from the sale of the Collateral may not be sufficient to satisfy in full the Company's Obligations under the Notes.

Certain Bankruptcy Limitations

        The ability of holders of the Notes to realize upon the Collateral will be subject to certain bankruptcy law limitations in the event of the bankruptcy of the Company. Under applicable federal bankruptcy laws, secured creditors are prohibited by the automatic stay from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval. Moreover, applicable federal bankruptcy laws generally afford the debtor continued protection under the automatic stay with respect to collateral even though the debtor is in default under the applicable debt instruments if the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to the circumstances, but is intended in general to protect the value of the secured creditor's interest in the collateral at the commencement of the bankruptcy case and may include cash payments or the granting of additional security, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a U.S. bankruptcy court, we cannot predict whether payments under the Notes would be made following commencement of and during a bankruptcy case, whether or when the Trustee under the Indenture could foreclose upon or sell the collateral or whether or to what extent holders of Notes would be compensated for any delay in payment or loss of value of the Collateral through the provision of "adequate protection."

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Substitution of Collateral

        The Company may from time to time provide substitute Real Estate collateral (the "Substituted Property") for any Collateral constituting Second Lien Collateral, or only in the circumstances described in the next succeeding paragraph, for any Collateral constituting First Lien Collateral; provided that, except as described below, for each such substitution of Second Lien Collateral (a "Property Substitution"), the requirements under Credit Facilities and the Intercreditor Agreement are satisfied with respect to such Property Substitution and the applicable Substituted Property, including that, in the event of such substitution, the Notes are secured by a Lien on any such substitute collateral that is subordinate only to (x) any Lien securing Designated Senior Debt and (y) Permitted Liens described in clause (f) of the definition of "Permitted Liens" or arising by operation of law, and the following conditions are satisfied with respect to such Property Substitution and the applicable Substituted Property:

(1)

no Default or Event of Default has occurred and is continuing both before and after giving effect to such Property Substitution;



(2)

the applicable Substituted Property is free and clear of all Liens other than Permitted Collateral Liens;



(3)

Trustee shall have received an appraisal for the applicable Substituted Property (the "Substituted Property Appraisal"), dated no more than six (6) months prior to the date of such Property Substitution;



(4)

the appraised value of the applicable Substituted Property, as set forth in the Substituted Property Appraisal shall be equal to or greater than the value of the portion of the Collateral being replaced (the "Replaced Property");



(5)

the Trustee and the Collateral Agent shall have received each of the following:



(i)

a fully executed Mortgage of applicable priority (the "Substituted Property Mortgage") with respect to each parcel of the Substituted Property, in substantially the form of the Collateral Documents delivered on or prior to the Issue Date, with such modifications thereto as shall be reasonably required with respect to the local jurisdictions in which the Substituted Property is located;



(ii)

an ALTA extended coverage title policy or policies, in customary form and substance and in customary amounts and with customary endorsements, with respect to each Substituted Property Mortgage;



(iii)

duly executed and filed UCC-3 Termination Statements or such other instruments or evidence as shall be necessary to terminate and satisfy all Liens, if any, on the Substituted Property;



(iv)

an Opinion of Counsel in a form, scope and substance reasonably acceptable to the Collateral Agent to the effect that the Property Substitution is in compliance with the Indenture; and



(v)

an Officers' Certificate in a form, scope and substance reasonably acceptable to the Collateral Agent to the effect that all conditions to such Property Substitution are satisfied; and



(6)

Company shall have paid all reasonable costs related to such Property Substitution, including, but not limited to, reasonable attorney's fees or fees related to appraisers, consultants and the Collateral Agent, filing fees and the cost of ALTA extended coverage title policies for the Substituted Property required above, in connection with any request for Property Substitution, and as a condition to such substitution, the Company shall have provided evidence to the

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Trustee and the Collateral Agent that the Company has paid, or made arrangement for the payment of, all such costs which became due and payable prior to or concurrently with such Property Substitution.

        The Indenture will provide that, if after the Issue Date, the results of one or more surveys cause the appraisals obtained prior to the Issue Date to be revised so that the aggregate appraised value of the First Lien Collateral is less than $19.25 million, the Company shall provide additional First Lien Collateral (including by way of substitution) so that the aggregate appraised value of the First Lien Collateral is between $19.25 million and $20.0 million (plus, if it is necessary to pledge a pool of assets whose aggregate value is greater than $20.0 million in order to generate a pool of assets whose aggregate value is at least $19.25 million, such additional amount as permitted pursuant to the Existing Credit Facilities). Any such substitution of First Lien Collateral will be subject to satisfaction of the conditions precedent described in paragraphs (1) - (6) above for a substitution of Second Lien Collateral, as well as the following requirements:

(a)

the aggregate value of Permitted Collateral Liens, of the type described in clauses (b) and (e) of the definition of "Permitted Liens", on First Lien Collateral cannot exceed $400,000, and there shall be no Permitted Liens other than those described in clauses (b), (e) and (f) of the definition of "Permitted Liens"; and



(b)

the Company shall not have any Liens of the type described in clause (e) of the definition of "Permitted Liens" on First Lien Collateral unless any such Lien has been fully bonded and is being actively contested in good faith by the Company.

        Notwithstanding the foregoing, with respect to the Second Lien Collateral only, each requirement set forth above shall be deemed to be acceptable to the Trustee and the Collateral Agent to the extent that the documentation relating to each such requirement is substantially in the form delivered to the Representative for, or the required holders of, the Designated Senior Debt in respect of such substitution of Second Lien Collateral, as certified in an Officers' Certificate delivered by the Company to the Collateral Agent five Business Days prior to the proposed date of substitution of Substituted Property.

        Upon a substitution of Substituted Property, all Liens on the Replaced Property in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes shall be released and the Collateral Agent and the Trustee shall execute such documents and take such further action as reasonably requested in writing, by the Company, in furtherance of the substitution. For the avoidance of doubt, following the substitution of any Replaced Property with any Substituted Property in accordance with this Section, such Replaced Property shall no longer constitute Collateral for any purpose under the Indenture and the Collateral Documents.

Release

Release of Liens on First Lien Collateral and Second Lien Collateral

        The Indenture, the Collateral Documents and the Intercreditor Agreement provide that the Liens on the Collateral securing the Notes will, upon compliance with the conditions that the Company satisfies certain conditions set forth in the Indenture and delivers to the Trustee all documents required by the Trust Indenture Act, automatically and without the need for further action by any Person (except as set forth below), so long as such release is in compliance with the Trust Indenture Act, be released:

(1)

in whole, upon payment in full of the principal of, and accrued and unpaid interest, if any, on the Notes;



(2)

in whole, upon satisfaction and discharge of the Indenture as set forth below under "—Satisfaction and Discharge;"

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(3)

in whole, upon a legal or covenant defeasance as set forth under "—Legal Defeasance and Covenant Defeasance," below;



(4)

in whole or in part, as to any asset constituting Collateral in accordance with, and as expressly provided for under, the Indenture, including upon an Asset Sale as described under "—Repurchase at Option of Holders—Limitation on Asset Sales," the Collateral Documents or the Intercreditor Agreement; and



(5)

with the consent of holders of a majority in aggregate principal amount of the Notes (or, in the case of a release of all or substantially all Collateral, each holder of the Notes affected thereby).

Release of Liens on Second Lien Collateral

        The Intercreditor Agreement and the Indenture, collectively, will provide that the Liens on the Second Lien Collateral will be released:

(1)

in whole, upon (a) payment in full of all outstanding Obligations under the Existing Credit Facilities and the Notes then outstanding, due and payable at the time such Obligations are paid in full and (b) termination or expiration of all commitments to extend credit under all the Existing Credit Facilities and the cancellation or termination or cash collateralization of all outstanding letters of credit issued pursuant to the Existing Credit Facilities;



(2)

as to any Second Lien Collateral (x) that is sold, transferred or otherwise disposed of by the Company or a Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Company or another Guarantor in a transaction or other circumstance that is permitted by the terms of the Existing Credit Facilities or is otherwise consented to by the required lenders thereunder; provided, that the proceeds of such sale, transfer or other disposition are thereafter applied in accordance with the covenant described under "—Repurchase at the Option of Holders—Limitation on Asset Sales;" or (y) that is released, substituted or replaced by the Company or a Guarantor in connection with a substitution of Collateral in accordance with the provisions of the Existing Credit Facilities; provided, that in the case of a release under such circumstances, the Notes are secured by a Lien on such replacement or substitute collateral that is subordinate only to (i) any Lien securing Obligations under the Existing Credit Facility, and (ii) other Permitted Collateral Liens;



(3)

as to a release of less than all or substantially all of the Second Lien Collateral, if consent to the release of all Liens in favor of the holders of Debt under the Existing Credit Facilities on such Second Lien Collateral has been given by the required lenders thereunder (as defined under the Existing Credit Facilities) (other than in connection with a repayment in full of all Obligations under the Existing Credit Facilities); and



(4)

as to a release of all or substantially all of the Second Lien Collateral, if (a) consent to the release of that Second Lien Collateral has been given by the requisite percentage or number of holders of Obligations outstanding under the Existing Credit Facilities and the Notes and (b) the Company has delivered an Officers' Certificate to the Collateral Agent and the collateral agent under the Existing Credit Facilities certifying that all such necessary consents have been obtained.

        To the extent required by the Indenture, the Company will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral:

(a)

an Officers' Certificate and such other documentation as required under the Indenture; and

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(b)

all documents required by the Indenture, the Collateral Documents and the Intercreditor Agreement.

        Upon compliance by the Company with the conditions precedent set forth above, the Trustee or the Collateral Agent shall promptly cause to be released and reconveyed to the Company, or its applicable Subsidiary, as the case may be, the released Collateral.

        To the extent applicable, the Company will comply with Section 314(d) of the Trust Indenture Act, relating to the release of property and to the substitution therefor of any property to be pledged as Collateral for the Notes. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an officer of the Company except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Company and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based upon an Opinion of Counsel (which may be given by internal counsel), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including "no action" letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. Without limiting the generality of the foregoing, certain "no-action" letters issued by the SEC have permitted an indenture qualified under the Trust Indenture Act to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of the issuer's business without requiring the issuer to provide certificates and other documents under Section 314(d) of the Trust Indenture Act. In addition, under interpretations provided by the SEC, to the extent that a release of a Lien is made without the need for consent by the holders or the Trustee, the provisions of Section 314(d) may be inapplicable to the release.

Optional Redemption

        The Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to the applicable redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date).

Selection and Notice

        If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis (among the Notes issued on the Issue Date and any PIK Notes and Additional Notes issued under the Indenture after the Issue Date, if any, as one class), by lot or by such method as the Trustee shall deem appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. If the redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business, on such record date. On and after the redemption date, unless the

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Company defaults in payment of the redemption price, interest ceases to accrue on Notes or portions of them called for redemption.

Mandatory Redemption

        Except as set forth below under "—Repurchase at the Option of Holders" the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

        The Indenture will provide that upon the occurrence of a Change of Control, unless all Notes have been called for redemption pursuant to the provisions described above under "—Optional Redemption," each holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder's Notes pursuant to an offer on the terms set forth in the Indenture (the "Change of Control Offer"). In the Change of Control Offer, the Company shall offer a payment in cash equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase (the "Change of Control Payment"), subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, unless notice of redemption of all Notes has then been given pursuant to the provisions described under "—Optional Redemption" above, the Company shall mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of any Notes as a result of a Change of Control. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this covenant, the Company shall comply with such securities laws and regulations and will not be deemed to have breached its obligations under this paragraph by virtue thereof.

        On the Change of Control Payment Date, the Company shall, to the extent lawful:

(1)

accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and



(3)

deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

        The Paying Agent shall promptly mail to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Note surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For the purposes of the preceding sentence, it shall be sufficient for the Company to publish the results of the Change of Control on its website.

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        The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Company would decide to do so in the future. Subject to the limitations discussed below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could materially increase the amount of Debt outstanding at such time or otherwise affect the Company's capital structure or credit ratings.

        The Existing Credit Facilities prohibit the Company from purchasing any Notes, and also provide that certain change of control events with respect to the Company would constitute a default thereunder. Any future credit agreements or other agreements to which the Company becomes a party or that may be entered into by Subsidiaries of the Company may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to purchase Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company's failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Existing Credit Facilities or any such future credit or other agreement.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes and consummates a Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.

Limitation on Asset Sales

        The Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, consummate an Asset Sale unless:

(1)

the Company or the applicable Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets that are sold or otherwise disposed of, as determined in good faith by the Company's Board of Directors;



(2)

at least 75% of the consideration received by the Company or the applicable Subsidiary from the Asset Sale is in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale. For the purposes of this provision, the amount of any liabilities shown on the most recent applicable balance sheet of the Company or the applicable Subsidiary, other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or any Note Guarantee, as applicable, that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or the applicable Subsidiary from further liability, will be deemed to be cash for purposes of this provision;



(3)

if such Asset Sale involves Collateral, it complies with the applicable provisions of the Indenture, the Collateral Documents and, if applicable, the Intercreditor Agreement; and



(4)

if such Asset Sale involves the disposition of First Lien Collateral, 100% of the Net Proceeds therefor shall be received in the form of cash and Cash Equivalents and shall be paid from the purchaser of such First Lien Collateral directly to the Collateral Agent for deposit into the

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Collateral Account and applied to make an Asset Sale Offer in accordance with this "—Limitation on Asset Sales" covenant.

        Upon the consummation of an Asset Sale, the Company will apply, or cause the applicable Subsidiary to apply, an amount equal to the Net Proceeds relating to the Asset Sale:

(1)

within 30 days of having received the Net Proceeds in the case of Net Proceeds from an Asset Sale to the extent involving First Lien Collateral, to make an Asset Sale Offer in accordance with this "Limitation on Asset Sales" covenant;



(2)

within 30 days of having received the Net Proceeds in the case of Net Proceeds from an Asset Sale to the extent involving Second Lien Collateral:



(A)

to repay Debt to the extent outstanding and otherwise apply such Net Proceeds as permitted under Credit Facilities (and, absent a Default or an Event of Default, with respect to any remaining Net Proceeds, the Company and the Subsidiaries may use such remaining Net Proceeds for any purpose not otherwise prohibited by the Indenture);



(B)

to make a Property Substitution, provided that the requirements under Credit Facilities, the Indenture, the Collateral Documents and, if applicable, the Intercreditor Agreement are satisfied with respect to such Property Substitution and the applicable Substituted Property; or



(C)

from and after the date upon which the Designated Senior Debt shall have been discharged or is repaid in full in cash and all commitments thereunder have been terminated, to make an Asset Sale Offer in accordance with this "Limitation on Asset Sales" covenant; and



(3)

within 120 days of having received the Net Proceeds in the case of Net Proceeds from an Asset Sale to the extent not involving Collateral:



(A)

to repay Debt to the extent outstanding and otherwise apply such Net Proceeds as permitted under Credit Facilities (and, absent a Default or an Event of Default, with respect to any remaining Net Proceeds, the Company and the Subsidiaries may use such remaining Net Proceeds for any purpose not otherwise prohibited by the Indenture);



(B)

to make expenditures or to acquire properties or assets that will be used by, or will be useful to, the Company or any Guarantor in a Permitted Business; or



(C)

from and after the date upon which the Designated Senior Debt shall have been discharged or is repaid in full in cash and all commitments thereunder have been terminated, to make an Asset Sale Offer in accordance with this "Limitation on Asset Sales" covenant.

        On the 30^th day after an Asset Sale in the case of Clauses (1) or (2) above or the 121^st day after an Asset Sale in the case of clause (3) above, or any earlier date, if any, on which the Board of Directors of the Company or of the applicable Subsidiary determines not to apply the Net Proceeds of the Asset Sale in accordance with the preceding paragraph (other than to make an Asset Sale Offer), when the aggregate amount of Net Proceeds of such Asset Sale then requiring an Asset Sale Offer as set forth above and not otherwise applied in accordance with the preceding paragraph (together with the Net Proceeds of prior Asset Sales then requiring an Asset Sale Offer as set forth above and not otherwise applied in accordance with the preceding paragraph but for which an Asset Sale Offer was not yet required by this sentence) exceeds $2.5 million, the Company will within 30 days thereof make an offer to all holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of such Net Proceeds of the Asset Sale at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest to the date of

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purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth herein. For the avoidance of doubt, until the date upon which the Designated Senior Debt shall have been discharged or is repaid in full in cash and all commitments thereunder have been terminated, no Asset Sale Offer shall be required to be made in connection with the Net Proceeds of any Asset Sales other than Asset Sales of First Lien Collateral.

        If any Net Proceeds of the Asset Sale remain after completion of an Asset Sale Offer, the Company and the Subsidiaries may use any remaining Net Proceeds of the Asset Sale for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the pro rata portion of such Net Proceeds of the Asset Sale to be used to purchase Notes, the Trustee shall select the Notes to be purchased in accordance with the applicable procedures of the Trustee and the applicable depository. Any Net Proceeds received from a sale of Collateral constitute Collateral under the Collateral Documents.

        Pending the use of any Net Proceeds as set forth above, Net Proceeds of First Lien Collateral shall be deposited in the Collateral Account, and the Company and its Subsidiaries shall be permitted to apply Net Proceeds to the extent not involving First Lien Collateral to prepay any revolving loans under any Designated Senior Debt.

        The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of the Indenture, the Company will comply with such securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue thereof.

Events of Loss

        The Indenture will provide that in the event of an Event of Loss, the Company or the applicable Subsidiary will apply the Net Loss Proceeds from such Event of Loss:

(1)

to the rebuilding, repair, replacement or construction of improvements to the affected property (the "Subject Property"); provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (i) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers' Certificate certifying that the Company or such Subsidiary has available from Net Loss Proceeds and/or other sources funds sufficient to complete such building, repair, replacement or construction;



(2)

in the case of Net Loss Proceeds to the extent not involving First Lien Collateral, to repay Debt or otherwise apply such Net Proceeds as permitted under Credit Facilities;



(3)

to make expenditures or to acquire properties or assets that will be used or useful in a Permitted Business provided that the properties or assets so acquired shall become First Lien Collateral or Second Lien Collateral, as applicable; or



(4)

in the case of Net Loss Proceeds to extent involving First Lien Collateral, the Net Loss Proceeds shall be paid directly to the Collateral Agent for deposit in the Collateral Account and applied to make an Event of Loss Offer in accordance with this "—Events of Loss" covenant.

        On the 91^st day after an Event of Loss relating to First Lien Collateral or any earlier date, if any, on which the Board of Directors of the Company or of the applicable Subsidiary determines not to

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apply the Net Loss Proceeds in accordance with clauses (1) or (3) in the preceding paragraph, when the aggregate amount of Net Loss Proceeds then requiring an Event of Loss Offer set forth above and not otherwise applied in accordance with the preceding paragraph (together with the Net Loss Proceeds of prior Events of Loss then requiring an Event of Loss Offer set forth above and not otherwise applied in accordance with the preceding paragraph but for which an Event of Loss Offer was not yet required by this sentence) exceeds $2.5 million, the Company will within 30 days thereof make an offer to all holders of Notes (an "Event of Loss Offer") to purchase the maximum principal amount of Notes that may be purchased out of such Loss Proceeds at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth herein. For the avoidance of doubt, no Event of Loss Offer shall be required to be made in connection with the Net Loss Proceeds of any assets other than First Lien Collateral.

        With respect to any Event of Loss pursuant to clause (iv) of the definition of "Event of Loss" that has a fair market value (or replacement cost, if greater) in excess of $1.0 million, the Company shall, or shall cause the applicable Subsidiary, as applicable, to use reasonable best efforts to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Cash Equivalents.

        If any Loss Proceeds remain after completion of an Event of Loss Offer, the Company and the Subsidiaries may use any remaining Loss Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the pro rata portion of such Loss Proceeds to be used to purchase Notes, the Trustee shall select the Notes to be purchased in accordance with the applicable procedures of the Trustee and the applicable depository.

        Pending the use of any Net Loss Proceeds as set forth above, the Company and its Subsidiaries shall be permitted to apply Net Loss Proceeds to the extent not involving First Lien Collateral to prepay any revolving loans under any Designated Senior Debt and Net Loss Proceeds of First Lien Collateral shall be deposited in the Collateral Account.

        The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of the Indenture, the Company will comply with such securities laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue thereof.

Certain Covenants

        The Indenture will contain the covenants described below:

Payment of Notes

        The Company will promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in the Indenture. Principal and interest will be considered paid on the date due if on such date the Trustee or the Paying Agent holds by 10:00 a.m., New York City time, in accordance with the Indenture available funds sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the holders on that date pursuant to the terms of the Indenture.

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        The Company will pay interest on overdue principal at the rate and in the manner specified therefor in the Notes, and it will pay interest on overdue installments of interest at the same rate to the extent lawful.

Restricted Payments

        The Company will not, and will not permit any of its Subsidiaries:

(1)

directly or indirectly declare or make, or incur any liability to make, any Distribution, except (A) Distributions to the Company by any of its Subsidiaries, or Distributions by any Subsidiary of the Company to the Company or another Subsidiary of the Company which is its parent or other equity holder; (B) subject to the subordination provisions contained in the 1998 Subordinated Debentures and the 2003 Subordinated Debentures, the Company may make regularly scheduled interest payments (including additional amounts in respect of the 2003 Subordinated Debentures and any common stock of the Company issued upon conversion thereof) in respect of the 2003 Subordinated Debentures and up to $25,000 of mandatory prepayments in respect of fractional shares in respect of the 1998 Subordinated Debentures and the 2003 Subordinated Debentures; or (C) on or before December 16, 2008, the Company may redeem, prepay, repurchase or otherwise acquire the 2003 Subordinated Debentures (and pay accrued interest and the contemplated fees thereon) in exchange for Notes (including Additional Notes), or from cash proceeds applied from the sale of up to $5.0 million in aggregate principal amount of Notes (including Additional Notes).



(2)

make any Restricted Investment (other than Hedge Agreements with any holder of Debt under Credit Facilities), except that (i) the Company or any Guarantor may make contributions, loans or advances to the Company or any Guarantor; (ii) any Excluded Subsidiary may make contributions, loans or advances to any other Excluded Subsidiary; (iii) the Company may make capital contributions, loans or advances to Gibraltar Insurance Company, provided that the aggregate amount of all such capital contributions, loans and advances does not exceed $15,000,000 in the aggregate.

        Historically, payments to Gibraltar Insurance Company have been premium payments for product liability and excess workers' compensation self-insurance coverage. Barring unforeseen circumstances, there is no expectation that any payments to Gibraltar Insurance Company in the form of capital contributions, loan payments or advances will be required in the foreseeable future.

        The amount of all Distributions or Restricted Investments (other than cash) will be the fair market value on the date of such Distribution or Restricted Investment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to such Distribution or Restricted Investment. The fair market value of any non-cash Distribution or Restricted Investment will be determined in good faith by the Board of Directors of the Company. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect Guarantor such that, after giving effect to any such sale or disposition, the Company no longer owns, directly or indirectly, greater than 50% of the outstanding Capital Stock of such Guarantor, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Capital Stock of such Guarantor not sold or disposed of.

Incurrence of Debt and Issuance of Preferred Stock

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Debt and the Company will not permit any of its Subsidiaries to issue any shares of Preferred Stock.

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        The aforementioned restriction on the incurrence of Debt shall not apply to any of the following:

(1)

the incurrence by the Company or any of its Subsidiaries of Debt (with Debt under letters of credit (including any extended or renewed letters of credit) deemed incurred on the initial issue date thereof) under Credit Facilities (including Guarantees of such Debt by the Company or any of its Subsidiaries); provided that the aggregate principal amount of such Debt outstanding as of the date of such incurrence pursuant to this clause (1) without duplication (with letters of credit being deemed to have a principal amount equal to the undrawn face amount thereof), does not exceed an amount equal to the lesser of (x) (i) $160.0 million less (ii) the aggregate amount of all Net Proceeds from Asset Sales applied in accordance with Clause (2)(A) of the second paragraph under "—Repurchase at the Option of Holders—Limitation on Asset Sales," and (y) (i) the amount of the Borrowing Base calculated on such date plus (ii) $7.5 million;



(2)

Debt represented by the Notes issued on the Issue Date and the Note Guarantees (and PIK Notes or the accretion of any interest thereon);



(3)

Debt represented by Additional Notes (and PIK Notes or the accretion of any interest thereon), so long as the Company issues such Additional Notes on or prior to December 16, 2008 for the purpose of retiring or providing cash proceeds to be applied to retire 2003 Subordinated Debentures at a price not exceeding $1,000 in principal amount of 2003 Subordinated Debentures for each $1,030 in principal amount of Additional Notes issued;



(4)

Debt (other than Debt described in any other clause of this paragraph) existing on the Issue Date and set forth on Schedule A to the Indenture;



(5)

Capital Leases other than Capital Leases of Real Estate provided that:



(i)

Liens securing the same attach only to the assets acquired by the incurrence of such Debt and proceeds thereof, and



(ii)

the aggregate amount of such Debt (including any such Capital Leases outstanding on the Issue Date) does not exceed $5,000,000 outstanding at any time;



(6)

the incurrence of Debt evidencing a refunding, renewal, refinancing, replacement, defeasance or extension of the Debt under clauses (2), (3) or (4); provided that:



(i)

the principal amount thereof is not increased,



(ii)

the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed, refinanced, replaced, defeased or extended or are otherwise permitted by this Agreement to secure the Debt to be refunded, renewed or extended,



(iii)

no Person that is not an obligor or guarantor of such Debt as of the date of issuance thereof will become an obligor or guarantor thereof except to the extent such Person would be permitted by the Indenture to be such an obligor or guarantor,



(iv)

the terms of such refunding, renewal, refinancing, replacement, defeasance or extension are no less favorable in any material respect to the Company and its Subsidiaries than the original Debt;



(v)

if the Debt being refunded, renewed, refinanced or replaced was subordinated to the Notes, such refinancing Debt is subordinated to the Notes to at least the same extent; and



(vi)

the Debt evidencing a refunding, renewal, refinancing, replacement or defeasance or extension is scheduled to mature either (a) no earlier than the Debt being refunded,

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refinanced, replaced, defeased or extended or (b) at least 91 days after the maturity date of the Notes.

(7)

the incurrence by the Company or any of its Subsidiaries of intercompany Debt owed or issued to and held by the Company and any of its Subsidiaries;



(8)

the incurrence of any Guarantee by the Company or any Subsidiary of Debt of the Company or a Subsidiary that was permitted to be incurred by another provision of this covenant and any Debt arising upon such contingent obligations becoming absolute and matured;



(9)

the incurrence by the Company or any of its Subsidiaries of Debt under Hedging Agreements or Bank Products; provided that (i) such Debt, when taken together with the amount of all other such Debt incurred pursuant to this clause (9) and then outstanding, does not exceed $20.0 million in the aggregate and (ii) such Debt under Hedging Agreements, when taken together with the amount of all other such Debt incurred pursuant to this clause (9) under Hedging Agreements and then outstanding, does not exceed $5.0 million;



(10)

Debt arising from rights of indemnity or contribution with respect to payments under Credit Facilities, the Indenture or documents related thereto;



(11)

Debt of the Company the proceeds of which are applied solely for the purpose of paying benefits to employees or former employees who are participants in non-qualified benefit plans of the Company and its Subsidiaries which are supported by the COLI Policies, provided that such Debt is secured solely by Liens which attach only to the COLI Policies;



(12)

letters of credit, surety, performance or appeal bonds, completion guarantees or similar instruments issued in the ordinary course of business of the Company and its Subsidiaries in connection with the supply, directly or indirectly, of modular housing or other products to the United States government and related agencies and instrumentalities thereof;



(13)

the incurrence by the Company and its Subsidiaries of:



(i)

Capital Leases of Equipment or Real Estate entered into in connection with Sale and Leaseback Transactions; provided that Liens securing the same attach only to the Equipment or Real Estate subject to the applicable Capital Lease;



(ii)

mortgage Debt of the Company or any Guarantor; provided that such mortgage Debt is secured solely by Liens which attach only to property that does not constitute Collateral; and



(iii)

other Debt other than Debt under Credit Facilities (including any such Debt Guaranteed by the Company or any of its Subsidiaries);

in an aggregate principal amount, including all Debt incurred to refund, defease, renew, refinance or replace any Debt incurred pursuant to this clause (13), not to exceed $11.25 million at any time outstanding;

(14)

Debt that constitutes Debt solely under clause (b) of the definition thereof so long as the same remains secured by a Lien permitted under clause (d) or clause (e) of the definition of "Permitted Liens;" and



(15)

Debt secured by Liens on life insurance policies listed on a schedule to the Indenture in an aggregate amount not to exceed the cash surrender value of such life insurance policies, to the extent such loans are permitted by the Existing Credit Facilities; provided that such Debt shall be recourse only to such life insurance policies and the cash surrender value thereof; for the avoidance of doubt, such Debt shall be without recourse to the Company or any of its Subsidiaries or Affiliates.

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        For purposes of determining compliance with any U.S. dollar-denominated restrictions on the incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision in this covenant, the maximum amount of Debt that the Company or any Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies. The principal amount of any Debt incurred to refinance other Debt, if incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Debt is denominated that is in effect on the date of such refinancing. For purposes of determining compliance with this covenant:

(1)

the outstanding principal amount of any particular Debt shall be counted only once such that (without limitation) any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Debt shall be disregarded; and



(2)

accrual of interest or dividends (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest or dividends), the accretion of accreted value or liquidation preference and the extension of maturity will not be deemed to be an incurrence of Debt or issuance of Preferred Stock.

Transactions with Affiliates

        The Company shall not, and shall not permit any of its Subsidiaries to sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including, but not limited to, any fees or expenses for management services), to any Affiliate, or lend or advance money or property to any Affiliate, or except as otherwise permitted in the Indenture invest in (by capital contribution or otherwise) or purchase or repurchase any Capital Stock or indebtedness, or any property, of any Affiliate, or except as otherwise permitted in the Indenture, become liable on any Guarantee of the indebtedness, dividends, or other obligations of any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless:

(1)

such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable arms-length at the time of such transaction by the Company or such Subsidiary with an unrelated Person; and



(2)

the Company delivers to the Trustee:



(i)

with respect to any Affiliate Transaction entered into after the Issue Date involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (1) above and that such Affiliate Transaction has been approved by the Board of Directors; and



(ii)

with respect to any Affiliate Transaction involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking, appraisal or accounting firm of national standing.

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        Notwithstanding the foregoing, none of the following shall be prohibited by this covenant (or be deemed to be Affiliate Transactions):

(1)

any employment agreements, non-competition agreements, stock purchase or option agreements, collective bargaining agreements, employee benefit plans or arrangements (including vacation plans, health and life insurance plans, deferred compensation plans, stock loan programs, long term incentive plans, directors' and officers' indemnification agreements and retirement, savings or similar plans), related trust agreements or any similar arrangements, in each case in respect of employees, officers or directors and entered into in the ordinary course of business, any payments or other transactions contemplated by any of the foregoing and any other payments of compensation to employees, officers or directors in the ordinary course of business;



(2)

transactions between or among (i) the Company and/or the Guarantors, (ii) while no Event of Default has occurred and is continuing, the Company and/or the Guarantors with one or more of the Subsidiaries of the Company that are not Guarantors or any other Affiliate in the ordinary course of business consistent with past practices or (iii) the Company and/or one or more of its Subsidiaries and any joint venture; provided in the case of clause (iii), no Affiliate of the Company (other than a Subsidiary) owns any of the Capital Stock of any such joint venture, provided that in the case of transactions with Affiliates other than Excluded Subsidiaries, in amounts and upon terms that have been provided to the Trustee and are no less favorable to the Company and the Guarantors than would be obtained in a comparable arms-length transaction with a third party that is not an Affiliate;



(3)

Permitted Investments and Restricted Payments that are permitted by the provisions of the Indenture;"



(4)

the issuance of Capital Stock (other than Disqualified Stock) of or capital contribution to the Company to the extent permitted by the Indenture;



(5)

any agreement as in effect on the Issue Date (including any tax sharing agreements) or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect); and



(6)

transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business, consistent with past practice, and otherwise in compliance with the terms of the Indenture which are fair to the Company or its Subsidiaries, or are on terms at least as favorable as might reasonably have been obtained at such time in a comparable arms-length transaction with a Person that is not an Affiliate, in each case in the reasonable determination of the Board of Directors of the Company or the senior management thereof.

Limitation on Sale and Leaseback Transactions

        The Company will not, and will not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction unless:

(i)

the consideration received in such Sale and Leaseback Transaction is at least equal to the fair market value of the property sold, as determined by a board resolution of the Board of Directors of the Company or by an Officers' Certificate;



(ii)

prior to and after giving effect to the Attributable Debt in respect of such Sale and Leaseback Transaction, the Company and any such Subsidiary comply with the "—Incurrence of Debt and Preferred Stock" covenant contained herein; and

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(iii)

at or after such time, the Company and any such Subsidiary comply with the "—Limitation on Asset Sales" covenant contained herein.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries

        The Company will not, and will not permit any of its Subsidiaries to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to:

(1)

(i) pay dividends or make any other distributions to the Company or any of its Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Debt owed to the Company or any of its Subsidiaries;



(2)

make loans or advances to the Company or any of its Subsidiaries; or



(3)

transfer any of its properties or assets to the Company or any of its Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions:

(a)

under contracts and other instruments in effect on the Issue Date, including the Existing Credit Facilities and other Debt in existence on the Issue Date and the related documentation;



(b)

under the Indenture, the Notes (including PIK Notes and Additional Notes), the Collateral Documents and the Intercreditor Agreement;



(c)

under any agreement or other instrument of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (but not incurred as consideration for, created in connection with or in contemplation of such acquisition), which encumbrance or restriction shall not extend to any assets or property of the Company or any of its Subsidiaries, other than assets or property so acquired;



(d)

existing under or by reason of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) above on the property so acquired;



(e)

in the case of clause (3) above, (i) that restrict in a customary manner the subletting, assignment, or transfer of any property or asset that is subject to a lease, license or similar contract, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Subsidiary not otherwise prohibited by the Indenture, (iii) contained in security agreements or mortgages securing Debt permitted under the Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such security agreements or mortgages or (iv) any Lien on property or assets of the Company or any Subsidiary not otherwise prohibited by the Indenture;



(g)

existing under or by reason of contracts for the sale of assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition;



(h)

on cash or other deposits or net worth imposed by leases, credit agreements, customer contracts or other agreements entered into in the ordinary course of business;



(i)

in customary form under joint venture agreements and other similar agreements relating to joint ventures that are not Guarantors and in any event entered into in the ordinary course of business;

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(j)

any encumbrances or restrictions created with respect to Debt of Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of the covenant described under the caption "—Incurrence of Debt and Issuance of Preferred Stock;"



(k)

any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Company or any of its Subsidiaries or any of their businesses; or



(l)

under any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (d) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are, in the good faith judgment of the Company, not materially more restrictive with respect to such encumbrances or restrictions than those contained in the Debt, contracts, instruments or obligations prior to the incurrence of such Debt or such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Liens

        The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens.

Payment of Taxes

        The Company will, and will cause each of its Subsidiaries to, (a) pay, or provide for the payment, when due (subject to permitted extensions), of all material taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises and make all required withholding and other tax deposits and establish adequate reserves for the payment of all such items; and (b) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, neither the Company nor any of its Subsidiaries need pay any amount pursuant to clauses (a) or (b) above (i) the payment of which it is contesting in good faith by appropriate proceedings diligently pursued, and (ii) as to which the Company or its Subsidiary, as the case may be, has established proper reserves to the extent required under GAAP, or the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

Legal Existence and Good Standing

        The Company will, and will cause each Guarantor to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence or qualification or good standing would reasonably be expected to have a material adverse effect, except, in each case, as permitted otherwise under the Indenture.

Permitted Businesses

        The Company will not and will not permit any of its Subsidiaries to, engage directly or indirectly, in any line of business other than Permitted Businesses, except to such extent as is not material to the Company and its Subsidiaries taken as a whole.

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Additional Note Guarantees

        If the Company or any of its Subsidiaries acquires or creates another Subsidiary (other than a Foreign Subsidiary of the Company) after the Issue Date that becomes a borrower or guarantor under Credit Facilities, or an existing Subsidiary that had not previously been a borrower or a guarantor under the Credit Facilities becomes a borrower or a guarantor thereunder, then such Subsidiary will become a Guarantor and execute a Note Guarantee in accordance with the provisions of the Indenture within 10 Business Days of the date on which it was acquired or created or became a guarantor or borrower under the Credit Facilities.

Payments for Consent

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Impairment of Security Interest

        Subject to the rights of the holders of Permitted Collateral Liens, the Company shall not, and shall not permit any of its Subsidiaries to, take or omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the holders. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Collateral Documents in any way that would be adverse to the holders in any material respect, except as permitted under the Indenture or the Intercreditor Agreement.

After-Acquired Property

        Upon the acquisition by the Company or any Subsidiary of any After-Acquired Property, the Company or such Subsidiary shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and Opinions of Counsel as shall be necessary to vest in the Collateral Agent a perfected first priority security interest in all First Lien After-Acquired Property and a perfected second priority security interest in all Second Lien After-Acquired Property and to have such After-Acquired Property added to the Collateral, and thereupon all provisions of the Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect.

SEC and Other Reports

        Whether or not required by the Securities and Exchange Commission, so long as any Notes are outstanding, the Company must furnish to the holders of Notes (which may be satisfied by posting on the Company's website or filing with the Securities and Exchange Commission), within the time periods specified in the SEC's rules and regulations including any extension periods available under such rules and regulations (and if not required by the Securities and Exchange Commission, excluding any requirements and time periods applicable to "accelerated filers" (as defined in Rule 12b-2 under the Exchange Act)), and make available to securities analysts and potential investors upon request and post on its website:

(1)

all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K prepared in accordance with GAAP if the Company were required to file such Forms, including a "Management's Discussion and

92

Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and

(2)

all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

        The quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and the Guarantors separate from the financial condition and results of operations of the non-Guarantor Subsidiaries of the Company.

        In addition, the Company will, for so long as any Notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the Securities and Exchange Commission, furnish to the Holders, upon their request, or any prospective purchaser designated by any such Holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit resales of Notes pursuant to Rule 144A under the Securities Act.

Compliance Certificate

        The Company will deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers' Certificate stating that in the course of the performance by the signers of their duties as officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do have such knowledge, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the TIA.

        The Company shall deliver to the Trustee, as soon as possible and in any event within five days after any Senior Officer of the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers' Certificate setting forth the details of such Event of Default or Default and the action which the Company proposes to take with respect thereto.

Maintenance of Office or Agency

        The Company will maintain an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, exchange, repurchase, redemption or conversion. The office of Deutsche Bank Trust Company Americas, Trust & Securities Services, 60 Wall Street, M5 NYC60-2710, New York, New York; Fax 732-578-4635 shall initially be such office or agency for all of the aforesaid purposes. The Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency (other than a change in the location of the office of the Trustee).

        The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.

Waiver of Usury Stay or Extension Laws

        Neither the Company nor any Guarantor (to the extent they may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of the Indenture; and the Company and each Guarantor (to the extent that they may lawfully do so) expressly waive all benefit or advantage of any such law, and shall

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not hinder, delay or impede the execution of any power granted in the Indenture to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Compliance with Laws

        The Company shall, and shall cause each of its Subsidiaries to, comply with all applicable statutes, rules, regulations and orders of the United States, all states and municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their respective businesses and the ownership of their respective properties, except for such noncompliance as would not have a material adverse effect on the financial condition or results of operations of the Company and its Subsidiaries taken as a whole.

Further Instruments and Acts

        Upon request of the Trustee, or as otherwise reasonably necessary, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of the Indenture.

Recordings and Opinions

        The Company will furnish to the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent), on or before the time when the Company is required to provide annual reports pursuant to "—SEC and Other Reports" with respect to the preceding fiscal year, an Opinion of Counsel:

(1)

stating substantially that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and re-filings of the Indenture, the Collateral Documents and all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of the Indenture or any Collateral Documents in the Collateral and reciting with respect to the security interests in such Collateral the details of such action or referencing to prior Opinions of Counsel in which such details are given; or



(2)

to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Lien under the Indenture and the Collateral Documents;

and the Company will otherwise comply with the provisions of Section 314(b) of the Trust Indenture Act.

Amendments to Existing Credit Facilities

        The Company shall not agree to any amendment, restatement or refinancing to or of the Existing Credit Facilities (or any other agreement with the lenders under the Existing Credit Facilities that has the effect of an amendment, restatement or refinancing) after the Ninth Amendment Effective Date to the extent that the effect thereof would be to increase any of the percentages or other amounts or limits specifically set forth in the definition of Borrowing Base (or introduce new categories of property as components of the Borrowing Base) in effect on the Ninth Amendment Effective Date other than the introduction of up to 100% of cash of the Company and any one or more of its Subsidiaries as a category in such Borrowing Base in an amount not to exceed the aggregate undrawn face amount of all outstanding letters of credit issued under the Existing Credit Facilities.

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Merger, Consolidation, or Sale of All or Substantially All Assets

        The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person.

        No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person (other than another Guarantor) unless:

(1)

subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental Indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Collateral Documents applicable to such Guarantor, the Intercreditor Agreement and the Indenture; and



(2)

immediately after giving effect to such transaction, no Default exists.

        Notwithstanding the foregoing any Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another jurisdiction if the Guarantor or successor entity, as applicable, remains a Guarantor.

        With respect to each transaction described in the above paragraphs, the Company, such Guarantor or the relevant surviving entity, as applicable, will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral Documents on the Collateral pledged by such Person, together with such financing statements as may be required to perfect any security interests in such Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant jurisdiction.

        In the event of (i) a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or (ii) the sale or other disposition of Capital Stock of any Guarantor if as a result of such disposition, such Person ceases to be a Subsidiary of the Company, then the Person acquiring such assets (in the case of clause (i)) or such Guarantor (in the case of clause (ii)) will be automatically released and relieved of any Obligations under its Note Guarantee; provided that such sale or other disposition is in compliance with the Indenture, including the covenant described under "—Repurchase at the Option of Holders—Asset Sales" (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with the terms of the Indenture needs to be so applied).

Events of Default and Remedies

        Each of the following constitutes an Event of Default under the Indenture:

(1)

default for 30 days in the payment when due of interest on the Notes;



(2)

default in payment when due of the principal of the Notes (whether at its Stated Maturity, upon repurchase, acceleration, optional redemption or otherwise);



(3)

failure by the Company to comply with the provisions described under "—Certain Covenants—Change of Control" or "—Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets;"



(4)

failure by the Company for 60 days after receipt of notice given to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes outstanding specifying such failure to comply with any of its other agreements in the Indenture, the Notes or the Collateral Documents;

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(5)

failure by the Company or any Guarantor to deposit in a Collateral Account any Net Proceeds in respect of an Asset Sale or Net Loss Proceeds in respect of an Event of Loss, in each case, to the extent required to be so deposited under the Indenture, for a period of more than 10 days after the date such deposit was required to be made;



(6)

the failure by the Company or any Subsidiary that is a Significant Subsidiary to pay any Debt within any applicable grace period after final maturity or acceleration by the holders thereof because of a default if the total amount of such Debt unpaid or accelerated at the time exceeds $10.0 million;



(7)

any judgment or decree for the payment of money in excess of $10.0 million (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) is entered against the Company or any Subsidiary that is a Significant Subsidiary and is not discharged, waived or stayed and either (A) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (B) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed;



(8)

except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee;



(9)

the Liens created by the Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be covered thereby other than in accordance with the terms of the relevant Collateral Document, the Intercreditor Agreement and the Indenture and other than the satisfaction in full of all obligations under the Indenture or the release or amendment of any such Lien in accordance with the terms of the Indenture, the Intercreditor Agreement or the Collateral Documents, or the Company or any Guarantor shall have repudiated or disaffirmed their obligations under the Collateral Documents or the determination in a judicial proceeding that the Collateral Documents are unenforceable or invalid against any of the Company or any Guarantor, except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of the Indenture, the Intercreditor Agreement and the relevant Collateral Document, any of the Collateral Documents or the Intercreditor Agreement shall for whatever reason be terminated or cease to be in full force and effect, if in either case, such default continues for 30 days after notice, or the enforceability thereof shall be contested by the Company; and



(10)

certain events of bankruptcy or insolvency with respect to the Company, any Guarantor or any of the Company's Subsidiaries that is a Significant Subsidiary.

        If any Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Upon such a declaration, such amounts shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company or any Guarantor that is a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice.

        The holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Event of Default in the payment of interest on, or the principal of, the Notes. Nothing in the Indenture shall be read to prevent the cure of any Event of Default.

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        In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled, and the Event of Default shall be considered waived, if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Company or a Subsidiary of the Company or waived by the holders of the relevant Debt within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all other existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

        Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal and interest, no holder may pursue any remedy with respect to the Indenture or the Notes unless:

(1)

such holder has previously given the Trustee notice that an Event of Default is continuing;



(2)

holders of at least 25% in aggregate principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;



(3)

such holders have offered the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;



(4)

the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and



(5)

the holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

        Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.

        The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

        Subject to the next sentence, if a Default occurs and is continuing under the Indenture and is known to the Trustee, the Trustee must mail to each holder of Notes notice of the Default. Except in the case of a Default in the payment of principal or interest, the Trustee may withhold notice if and so long as a committee of its trust officers in good faith determines that withholding notice is in the interests of holders of Notes.

        Subject to the provisions of the Intercreditor Agreement and Collateral Documents, the Trustee shall have the authority to direct the Collateral Agent to institute and to maintain such suits and proceedings as the Trustee may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents or the Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the holders of the Notes in the Collateral (including suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment,

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rule or order would impair the security interests or be prejudicial to the interests of the holders of the Notes).

        If any Event of Default occurs and is continuing, the Trustee may in its sole discretion exercise any remedies available to it pursuant to the Collateral Documents with respect to the First Lien Collateral, or, if so directed, shall exercise such remedies with respect to the First Lien Collateral as directed by the holders of at least a majority in principal amount of the then outstanding Notes.

        Pursuant to the terms of the Intercreditor Agreement, prior to the discharge of the first-priority Liens on Second Lien Collateral securing the Obligations under the Existing Credit Facilities, the agents under the Existing Credit Facilities will determine the time and method by which the mortgages or deeds of trust on the Second Lien Collateral will be enforced. In addition, the Trustee will not be permitted to enforce the mortgages or deeds of trust in the Second Lien Collateral or certain other rights related to the Notes even if an Event of Default has occurred and the Notes have been accelerated except in any insolvency or liquidation proceeding, as necessary to file a proof of claim or statement of interest with respect to the Notes or any Note Guarantee, and except in certain other limited situations. After the discharge of the first-priority Liens on the Second Lien Collateral securing the Existing Credit Facilities Obligations, the Collateral Agent, acting at the instruction of the holders of a majority in principal amount of the Notes, voting as one class, in accordance with the provisions of the Indenture and the Collateral Documents, will determine the time and method by which the mortgages or deeds of trust on the Collateral will be enforced and, if applicable, will distribute proceeds (after payment of the costs of enforcement and Collateral administration) of the Collateral received by it under the Collateral Documents for the ratable benefit of the holders of the Notes.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of the Company, as such, shall have any liability for any obligations of the Company under the Notes, the Indenture, the Collateral Documents, the Intercreditor Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of any of the Guarantors, as such, shall have any liability for any obligations of the Guarantors under the Note Guarantees, the Indenture, the Collateral Documents, the Intercreditor Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes and Note Guarantees by accepting a Note and a Note Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

Satisfaction and Discharge

        Upon the request of the Company, the Indenture shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes and other surviving provisions, as expressly provided for in the Indenture) and the Trustee, at the written direction and expense of the Company, shall execute proper instruments provided to it acknowledging satisfaction and discharge of the Indenture, the Note Guarantees, the Collateral Documents and the Notes when:

(1)

either:



(a)

all the Notes theretofore authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or paid and Notes that have been subject to defeasance as described under "—Legal Defeasance and Covenant Defeasance") have been delivered to the Trustee for cancellation; or

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(b)

all Notes not theretofore delivered to the Trustee for cancellation:



(i)

have become due and payable;



(ii)

will become due and payable at maturity within one year; or



(iii)

are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee monies in the form of cash in Dollars in trust for the purpose in an amount sufficient to pay and discharge the entire Debt on such Notes not theretofore delivered to the Trustee for cancellation, for principal and interest on the Notes to the date of such deposit (in case of Notes that have become due and payable) or to the Stated Maturity or redemption date, as the case may be;



(2)

the Company has paid or caused to be paid all sums payable under the Indenture by the Company;



(3)

the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;



(4)

the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and



(5)

the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided in the Indenture relating to the satisfaction and discharge of the Indenture, the Note Guarantees and the Notes have been complied with.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have all of its and any Guarantor's obligations discharged with respect to the Notes, any Note Guarantees, as the case may be, the Collateral Documents and the Intercreditor Agreement ("Legal Defeasance"), and cure all then existing Events of Default except for:

(1)

the rights of holders of outstanding Notes to receive payments in respect of the principal and interest when such payments are due from the trust referred to below;



(2)

the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the Trustee, and the Company's obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes and the Note Guarantees. In the event Covenant Defeasance occurs, certain events (not including non-payment, and, solely with respect to the Company, bankruptcy and insolvency events) described under "—Events of Default" will no longer constitute an

99

Event of Default with respect to the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement. In addition, upon covenant defeasance, the applicable Note Guarantees of each Guarantor will be released.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

the Company or the Guarantors must irrevocably deposit with the Trustee (or other qualifying trustee, collectively for this purpose, the term "Trustee" shall include any such qualifying trustee), in trust, for the benefit of the holders of the Notes cash in U.S. dollars, Government Notes, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants, to pay the principal of and interest on the Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company and the Guarantors must specify whether the Notes are being defeased to maturity or to a particular redemption date;



(2)

in the case of Legal Defeasance, the Company or the Guarantors shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions:



(a)

the Company and the Guarantors have received from, or there has been published by, the Internal Revenue Service a ruling; or



(b)

since the Issue Date, there has been a change in the applicable federal income tax law,

and, in either case, to the effect that the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)

in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) shall have occurred and be continuing on the date of such deposit;



(5)

such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of the Trust Indenture Act);



(6)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;



(7)

the Company or the Guarantors must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Notes over the other creditors of the Company or the Guarantors, as applicable, with the intent of defeating, hindering, delaying or defrauding creditors of the Company or the Guarantors, as applicable, or others; and

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(8)

the Company must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Transfer and Exchange

        A holder may transfer or exchange Notes in accordance with the provisions of the Indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any Note selected for redemption or repurchase. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before the mailing of a notice of redemption or purchase, as the case may be of Notes to be redeemed or before any repurchase offer.

        The Notes will be issued in registered form and the registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes).

        Notwithstanding the foregoing, without the consent of each holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting holder):

(1)

reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of any Note or change the dates (to earlier dates) of, redemption of any Note (other than dates under the provisions described under "—Repurchase at the Option of Holders—Asset Sales");



(3)

reduce the rate of or change the time for payment of interest on any Note;



(4)

waive a Default in the payment of principal of or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration);



(5)

make any Note payable in money other than that stated in the Notes;



(6)

impair the rights of holders of Notes to receive payments of principal of or interest on the Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any Notes;



(7)

make any change in the foregoing amendment and waiver provisions; or

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(8)

except as permitted by the Indenture, release any Note Guarantee or substantially all of the Collateral other than in accordance with the Indenture, the Collateral Documents or the Intercreditor Agreement.

        In addition, any amendment to, or waiver of, the provisions of the Indenture or any Collateral Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes or otherwise modify the Intercreditor Agreement in any manner adverse in any material respect to the holders of the Notes will require the consent of the holders of at least 66²/3% in aggregate principal amount of Notes then outstanding.

        Notwithstanding the foregoing, without the consent of any holder of Notes, the Company and the Trustee may amend or supplement the Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement for certain reasons, including to:

(1)

cure any ambiguity, defect or inconsistency;



(2)

provide for uncertificated Notes in addition to or in place of certificated Notes;



(3)

provide for the assumption of any Guarantor's obligations to holders of Notes in the case of a merger, consolidation or sale of assets, permitted to be granted to third parties, or amend, restate or assign the Collateral Documents or the Intercreditor Agreement in connection with a refinancing of the Existing Credit Facilities in accordance with the provisions of the Indenture, the Collateral Documents or the Intercreditor Agreement or provide for additional Guarantors or to add collateral;



(4)

make any change that would provide any additional rights or benefits to the holders of Notes;



(5)

comply with requirements of the Securities and Exchange Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; or



(6)

provide for the issuance of Additional Notes, including PIK Notes, under the Indenture in accordance with the limitations set forth in the Indenture as of the Issue Date.

Concerning the Trustee

        Deutsche Bank Trust Company Americas will act as Trustee for the Notes and initially as Registrar, Paying Agent and Collateral Agent. The Company may change the Paying Agent, Registrar or Collateral Agent without prior notice to the Holders, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

        The Indenture contains certain limitations on the rights of the Trustee, should the Trustee become a creditor of the Company, to obtain payment of claims in such capacity in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if the Trustee acquires any conflicting interest (as defined in Section 310(b) of the Trust Indenture Act) the Trustee must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

        In case an Event of Default shall occur (which shall not be cured), the Trustee shall be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs.

Book-Entry; Delivery and Form

        The Notes will be initially issued in the form of one or more global securities (collectively, the "Global Notes") registered in the name of the DTC or its nominee.

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        Upon the issuance of a Global Note, DTC or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons or received by such Persons in the exchange offer. Ownership of beneficial interests in a Global Note will be limited to Persons that have accounts with DTC ("participants") or Persons that may hold interests through participants. Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by DTC (with respect to participants' interests) and such participants (with respect to the owners of beneficial interests in such Global Note other than participants).

        Payment of principal of and interest on Notes represented by a Global Note will be made in immediately available funds to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the Notes represented thereby for all purposes under the Indenture. The Company has been advised by DTC that upon receipt of any payment of principal of or interest on any Global Note, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such Global Note as shown on the records of DTC. Payments by participants to owners of beneficial interests in a Global Note held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in "street name" and will be the sole responsibility of such participants.

        A Global Note may not be transferred except as a whole by DTC or a nominee of DTC to a nominee of DTC or to DTC. A Global Note is exchangeable for certificated Notes only if:

(1)

DTC notifies the Company that it is unwilling or unable to continue as a depositary for such Global Note or if at any time DTC ceases to be a clearing agency registered under the Exchange Act;



(2)

the Company in its discretion at any time determines not to have all the Notes represented by such Global Note; or



(3)

there shall have occurred and be continuing a Default or an Event of Default with respect to the Notes represented by such Global Note.

        Any Global Note that is exchangeable for certificated Notes pursuant to the preceding sentence will be exchanged for certificated Notes in authorized denominations and registered in such names as DTC or any successor depositary holding such Global Note may direct. Subject to the foregoing, a Global Note is not exchangeable, except for a Global Note of like denomination to be registered in the name of DTC or any successor depositary or its nominee In the event that a Global Note becomes exchangeable for certificated Notes,

(1)

certificated Notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof;



(2)

payment of principal of and interest on the certificated Notes will be payable, and the transfer of the certificated Notes will be registerable, at the office or agency of the Company maintained for such purposes; and



(3)

no service charge will be made for any registration of transfer or exchange of the certificated Notes, although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

        So long as DTC or any successor depositary for a Global Note, or any nominee, is the registered owner of such Global Note, DTC or such successor depositary or nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under the Indenture and the Notes. Except as set forth above, owners of beneficial interests in a Global Note will not be entitled to have the Notes represented by such Global Note registered in their

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names, will not receive or be entitled to receive physical delivery of certificated Notes in definitive form and will not be considered to be the owners or holders of any Notes under such Global Note. Accordingly, each Person owning a beneficial interest in a Global Note must rely on the procedures of DTC or any successor depositary, and, if such Person is not a participant, on the procedures of the participant through which such Person owns its interest, to exercise any rights of a holder under the Indenture. The Company understands that under existing industry practices, in the event that the Company requests any action of holders or that an owner of a beneficial interest in a Global Note desires to give or take any action which a holder is entitled to give or take under the Indenture, DTC or any successor depositary would authorize the participants holding the relevant beneficial interest to give or take such action and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

        DTC has advised the Company that DTC is a limited-purpose trust company organized under the Banking Law of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the Exchange Act. DTC was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers (which may include the underwriters), banks, trust companies, clearing corporations and certain other organizations some of whom (or their representatives) own DTC. Access to DTC's book-entry system is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in Global Notes among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Trustee or the Exchange Agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "1998 Subordinated Debentures" means the Company's 6% Convertible Subordinated Debentures due February 15, 2028 in the original principal amount of $296,400,000.

        "2003 Subordinated Debentures" means $100,000,000 in original principal amount of unsecured, convertible senior subordinated debentures issued by the Company on December 22, 2003.

        "Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or which owns, directly or indirectly, ten percent (10%) or more of the outstanding equity interest of such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

        "After-Acquired Property" means First Lien After-Acquired Property and Second Lien After-Acquired Property.

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        "Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Guarantor of (A) any Capital Stock of any Subsidiary of the Company; or (B) any other property or assets of the Company or any Subsidiary of the Company; provided, however, that Asset Sales shall not include:

(1)

sales or other dispositions of Inventory in the ordinary course of business;



(2)

sales, trade-ins, exchanges or other dispositions of Equipment in the ordinary course of business that is obsolete or no longer usable by the Company or any of its Subsidiaries in its business with an orderly liquidation value not to exceed $5,000,000 in any fiscal year;



(3)

sales, trade-ins, exchanges or other dispositions of assets by the Company or any of its Subsidiaries (other than First Lien Collateral or Second Lien Collateral) with an orderly liquidation value not to exceed $5,000,000 in the aggregate;



(4)

the winding-up or dissolution of an Inactive Subsidiary or an Excluded Subsidiary;



(5)

a Sale and Leaseback Transaction permitted by the terms of the Indenture;



(6)

the sale, lease, conveyance, disposition or other transfer of Assets Held For Sale;



(7)

sales or grants of licenses to use the patents, trade secrets, know-how and other intellectual property of the Company or any of its Subsidiaries in accordance with industry practice in the ordinary course of business to the extent that such license does not prohibit the Company or any of its Subsidiaries from using the technologies licensed or require the Company or any of its Subsidiaries to pay any fees for any such use;



(8)

the sale, lease, conveyance, disposition or other transfer: of all or substantially all of the assets of the Company as permitted under the "Merger, Consolidation and Sale of Assets" covenant;



(9)

the sale, lease, conveyance, disposition or other transfer of any Capital Stock or other ownership interest in or assets or property of a Person which is not a Subsidiary, pursuant to any foreclosure of assets or other remedy provided by applicable law to a creditor of the Company or any of its Subsidiaries with a Lien on such assets, which Lien is a Permitted Lien; provided that such foreclosure or other remedy is conducted in a commercially reasonable manner or in accordance with any bankruptcy law, involving only Cash Equivalents or Inventory in the ordinary course of business or obsolete or worn out property or property that is no longer useful in the conduct of the business of the Company or its Subsidiaries in the ordinary course of business consistent with past practices of the Company or such Subsidiary, or including only the lease or sublease of any real or personal property in the ordinary course of business;



(10)

Events of Loss;



(11)

the consummation of any transaction in accordance with the terms of "Limitation on Restricted Payments"; and



(12)

the making of a Permitted Investment (other than a Permitted Investment to the extent such transaction results in the receipt of cash or Cash Equivalents by the Company or any of its Subsidiaries.

        "Assets Held For Sale" means those certain assets or properties defined as "Assets Held for Sale" under the Existing Credit Facilities, as in effect on the Ninth Amendment Effective Date, and set forth in Schedule B to the Indenture.

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        "Attributable Debt" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessee, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Bank Products" means any one of the following types of services or facilities extended to the Company or any of its Subsidiaries by a lender or agent under Credit Facilities, or any of its Affiliates in reliance on the agreement of such lender or agent under Credit Facilities to indemnify such Affiliate: (i) credit cards, (ii) any cash management or related services, including the automatic clearinghouse transfer of funds by such lender or agent under Credit Facilities for the account of any of the Company and its Subsidiaries pursuant to agreement or overdrafts, (iii) cash management, including controlled disbursement services; and (iv) Hedge Agreements.

        "Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).

        "Beneficial Owner," "Beneficially Own" and "Beneficial Ownership" have the meanings assigned to such terms in Rule 13d-3 and Rule 13d-5, under the Exchange Act, except that in calculating the Beneficial Ownership of any particular "person" or "group", as such terms are used in Section 13(d)(3) of the Exchange Act, (i) such person or group shall be deemed to have beneficial ownership of all shares of Capital Stock that such person or group has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

        "Board of Directors" means, with respect to any Person, the board of directors (or any body performing similar functions) of such Person, or (except if used in the definition of "Change of Control") any authorized committee of the board of directors (or such body) of such Person.

        "Borrowing Base" means the "Borrowing Base" as such term is defined in the Existing Credit Facilities, as the same may be modified in accordance with the covenant described under "—Certain Covenants—Amendments to Existing Credit Facilities;" provided, that, without duplication of any increase to the Borrowing Base as a result of amendments contemplated by the proviso under "—Certain Covenants—Amendments to Existing Credit Facilities," for purposes of calculating the Borrowing Base, the Borrowing Base shall be increased (without modification of the definition thereof in the Existing Credit Facilities) by an amount of cash, not to exceed the aggregate undrawn face amount of all letters of credit issued under Credit Facilities outstanding on any relevant calculation date, so long as such cash is held in a deposit account subject to a control agreement or other similar agreement prohibiting the release of cash therefrom without the consent of the agent under the applicable Credit Facilities.

        "Business Day" means any day that is not a Saturday, Sunday, or a day on which banks in Los Angeles, California, New York, New York or Charlotte, North Carolina are required or permitted to be closed.

        "Capital Lease" of a Person means any lease of property by such Person which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of such Person.

        "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock or other equity interests, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights, options to purchase or other rights to acquire any of the foregoing (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Capitalized Lease Obligation" means, as to any person, the obligations of such person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and,

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for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

        "Cash Equivalents" means:

(1)

a marketable obligation, maturing within two years after issuance thereof, issued or guaranteed by the United States or an instrumentality or agency thereof;



(2)

a certificate of deposit or banker's acceptance, maturing within one year after issuance thereof, issued by any lender under the Credit Facilities, or a national or state bank or trust company or a European, Canadian or Japanese bank, in each case having capital and surplus of at least $100,000,000 (provided that the aggregate face amount of all Investments in certificates of deposit or bankers' acceptances issued by the principal offices of or branches of such European or Japanese banks located outside the United States of America shall not at any time exceed 33% of all Investments described in this definition);



(3)

open market commercial paper, maturing within 270 days after issuance thereof, which has a rating of A1 or better by S&P or P1 or better by Moody's, or the equivalent rating by any other nationally recognized rating agency;



(4)

repurchase agreements and reverse repurchase agreements with a term not in excess of one year with any financial institution which has been elected a primary government securities dealer by the Federal Reserve Board or whose securities are rated AA or better by S&P or Aa3 or better by Moody's or the equivalent rating by any other nationally recognized rating agency relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America;



(5)

"Money Market" preferred stock maturing within six months after issuance thereof or municipal bonds issued by a corporation organized under the laws of any state of the United States, which has a rating of "A" or better by S&P or Moody's or the equivalent rating by any other nationally recognized rating agency;



(6)

tax exempt floating rate option tender bonds backed by letters of credit issued by a national or state bank whose long-term unsecured debt has a rating of AA or better by S&P or Aa2 or better by Moody's or the equivalent rating by any other nationally recognized rating agency; and



(7)

shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody's or any other mutual fund holding assets consisting (except for de minimis amounts) of the type specified in clauses (1) through (6) above.

        "Change of Control" means the occurrence of any of the following events:

(1)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person other than the Company or a direct or indirect subsidiary of the Company;



(2)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as such term is used in Section 13(d) and Section 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rules 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company or other Voting Stock into which the

107

Company's Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(3)

the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; or



(4)

the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors;

provided, however, that a transaction shall not be deemed to involve a Change of Control under clause (1) or (2) above if: (i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company or a holding company becomes the successor to the Company and (ii) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company's Voting Stock immediately prior to that transaction.

        "Collateral" means all First Lien Collateral and Second Lien Collateral.

        "Collateral Account" means the collateral account established in accordance with the Collateral Documents in the name of the Collateral Agent for the benefit of the holders of Notes.

        "Collateral Agent" means the Trustee acting as the collateral agent for the holders of the Notes under the Collateral Documents and any successor acting in such capacity.

        "Collateral Documents" means any account control agreements, the mortgages, deeds of trust and other documents, as the same may be amended, supplemented or otherwise modified from time to time, pursuant to which Collateral is pledged, assigned or granted to or on behalf of the Collateral Agent for the ratable benefit of the holders of the Notes and the Trustee or notice of such pledge, assignment or grant is given.

        "COLI Policies" means company-owned life insurance policies entered into in the ordinary course of business and consistent with past practice.

        "Continuing Director" means, as of any date of determination, any member of the board of directors of the Company who:

(1)

was a member of such board of directors on the date hereof; or



(2)

was nominated for election, elected or appointed to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of a proxy statement of the Company in which such member was named as a nominee for election as a director, without objection to such nomination).

        "Credit Facilities" means, with respect to the Company and its Subsidiaries, one or more credit facilities agented by a lending institution (including the Existing Credit Facilities), as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time with an asset-backed lending credit facility agented by a commercial bank or other financial institution.

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        "Debt" means, with respect to any Person and without duplication, all liabilities, obligations and indebtedness of such Person to any other Person, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, consisting of indebtedness for borrowed money or the deferred purchase price of property, excluding trade payables incurred in the ordinary course of business, but including (a) all Obligations under Credit Facilities; (b) all obligations and liabilities of any other Person secured by any Lien on such Person's property, even though such Person shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (c) all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by such Person, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (d) all obligations and liabilities under Guarantees; (e) the present value of lease payments due under synthetic leases; (f) all obligations and liabilities under any preferred stock (including the Trust Securities) or similar securities; and (g) indebtedness or other payment obligations in respect of Hedging Obligations and Bank Products.

        "Default" means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived, or otherwise remedied during such time) constitute an Event of Default.

        "Designated Senior Debt" means any Debt under Credit Facilities (including Guarantees of such Debt by the Company or any of its Subsidiaries) and any Debt under Hedging Agreements or Bank Products, in each case incurred by the Company or any of its Subsidiaries (including any extended or renewed letters of credit deemed incurred on the initial issue date thereof); provided that "Designated Senior Debt" shall not include: (i) that portion of any Debt under Credit Facilities (including Guarantees of such Debt by the Company or any of its Subsidiaries) in an amount in excess of the sum of $160,000,000 less the aggregate amount of all Net Proceeds from Asset Sales applied in accordance with Clause (2)(A) of the second paragraph under "—Certain Covenants—Limitation on Asset Sales" and (ii) that portion of any Debt under Hedging Agreements or Bank Products in an amount in excess of $20.0 million, in each case when incurred; provided further that any Debt under Credit Facilities (including Guarantees of such Debt by the Company or any of its Subsidiaries) and any Debt under Hedging Agreements or Bank Products shall constitute Designated Senior Debt if the lenders under the Credit Facilities obtained an Officers' Certificate at the time of incurrence to the effect that such Debt was permitted to be incurred hereunder.

        "Disqualified Stock" means any class or series of Capital Stock of any Person that by its terms or otherwise is:

(1)

required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the Stated Maturity of the Notes; or



(2)

convertible into or exchangeable at the option of the holder thereof for Capital Stock referred to in clause (1) above or Debt having a scheduled maturity on or prior to the date that is 91 days after the Stated Maturity of the Notes;

        Notwithstanding the preceding sentence, (A) if such Capital Stock is issued to any plan for the benefit of employees or by any such plan to such employees, in each case in the ordinary course of business of the Company or its Subsidiaries, such Capital Stock shall not constitute Disqualified Stock

109

solely because it may be required to be repurchased by the Company in order to satisfy applicable statutory or regulatory obligations; (B) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under "—Certain Covenants—Restricted Payments"; and (C) no Capital Stock held by any future, present or former employee, director, officer or consultant of the Company (or any of its Subsidiaries) shall be considered Disqualified Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

        For purposes hereof, the amount (or principal amount) of any Disqualified Stock shall be equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. The "maximum fixed repurchase price" of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date as of which it shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the Company of such Disqualified Stock.

        "Distribution" means, in respect of any Person: (a) a payment, or the making of any dividend or other distribution of property, in respect of Capital Stock of such Person, other than distributions in Capital Stock of the same class; (b) the redemption or other acquisition by such Person of its Capital Stock; (c) any principal payment on, purchase, defeasance, redemption, prepayment, or other acquisition or retirement for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, of any Debt of the Company or any Guarantor that is subordinate or junior in right of payment to the Notes or such Guarantor's Note Guarantee, as the case may be (but in any event, for the avoidance of doubt, excluding Designated Senior Debt); or (d) any payment of interest in cash in respect of Subordinated Debt if such payment may be deferred in accordance with terms thereof.

        "Dollar" and "$" means dollars in the lawful currency of the United States.

        "Equipment" means, with respect to any Person, all of such Person's now owned and hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, motor vehicles with respect to which a certificate of title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by such Person and all of such Person's rights and interests with respect thereto under such leases (including, without limitation, options to purchase); together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.

        "Event of Default" has the meaning as described above under "—Events of Default".

        "Event of Loss" means, with respect to any property or asset constituting Collateral, any of the following:

(1)

any loss, destruction or damage of such property or asset;

110

(2)

any institution of any proceedings for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;



(3)

any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or



(4)

any settlement in lieu of clauses (2) or (3) above.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Excluded Subsidiaries" means, collectively, Subsidiaries of the Company other than the Guarantors.

        "Existing Credit Facilities" means the Third Amended and Restated Credit Agreement , dated as of January 5, 2007, among the Company, Fleetwood Holdings, Inc. and certain of its Subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent, and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), in each case, as such agreements may be amended, modified, supplemented or restated from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise) with an asset-backed lending credit facility agented by a commercial bank or other financial institution.

        "Existing Debentures Debt" means the unsecured Debt from time to time outstanding under the 1998 Subordinated Debentures and the 2003 Subordinated Debentures and the maximum liability of the Company on any subordinated Guarantee of the Trust Securities.

        "Financial Statements" means, according to the context in which it is used, any financial statements required to be given to the Trustee pursuant to the Indenture.

        "First Lien After-Acquired Property" means equipment or fixtures acquired by the Company or any Subsidiary after the Issue Date which constitute accretions, additions or technological upgrades to the equipment or fixtures that form part of the First Lien Collateral.

        "First Lien Collateral" means Real Estate on which first-priority Liens are, from time to time, granted to secure the Notes pursuant to the Collateral Documents. The aggregate appraised value of all First Lien Collateral on the Issue Date shall be no less than $19.25 million and shall not exceed $20.0 million (plus, if it is necessary to pledge a pool of assets whose aggregate value is greater than $20.0 million in order to generate a pool of assets whose aggregate value is at least $19.25 million, such additional amount as permitted pursuant to the Existing Credit Facilities).

        "Fiscal Quarter" means any fiscal quarter of any Fiscal Year.

        "Fiscal Year" means the Company's fiscal year for financial accounting purposes, which currently ends on the last Sunday in April.

        "Fleetwood Trust" means Fleetwood Capital Trust, a business trust organized under the laws of the State of Delaware, whose sole assets consist of the 1998 Subordinated Debentures.

        "Foreign Subsidiary" means any Subsidiary of the Company organized under the laws of any jurisdiction other than the United States or any political subdivision thereof.

        "GAAP" means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting

111

Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession). All ratios and computations based on GAAP contained in the Indenture shall be computed in conformity with GAAP as in effect on the Issue Date.

        "Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

        "Government Notes" means non-redeemable, direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

        "Guarantee" means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the "guaranteed obligations"), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

        "Guarantors" means each Subsidiary of the Company party to the Indenture and each Subsidiary of the Company that executes and delivers a Note Guarantee after the Issue Date, in each case until released from its Note Guarantee in accordance with the terms of the Indenture.

        "Hedge Agreement" means, with respect to any Person, any and all transactions, agreements or documents now existing or hereafter entered into, which provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging such Person's exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

        "Holder" and "Holders" means the Person in whose name a Note is registered in the registrar's books.

        "Intercreditor Agreement" means that certain Intercreditor Agreement, dated on or about the Issue Date, among Bank of America, N.A. as the administrative agent under the Existing Credit Facilities (the "Administrative Agent"), on behalf of the lenders under the Existing Credit Facilities and as Priority Lien Collateral Agent, and the Trustee, on behalf of the Holders of the Notes and Deutsche Bank Trust Company Americas as the Collateral Agent (and together with the Administrative Agent, the "Secured Parties") as amended, restated, assigned or replaced (in substantially similar form) as permitted under the Indenture.

        "Inventory" means, with respect to any Person, all of such Person's now owned and hereafter acquired inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in such Person's business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents (as such term is defined in the Uniform Commercial Code as in effect in the State of New York) representing them.

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        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (but excluding advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Debt, or similar instruments issued by, such Person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following will be deemed to be an Investment:

(1)

Obligations in respect of Hedging Agreements entered into in the ordinary course of business in compliance with the Indenture;



(2)

endorsements of negotiable instruments and documents in the ordinary course of business; and



(3)

an acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration consists of Common Stock of the Company.

        "Issue Date" means the date on which the Notes are first issued under the Indenture.

        "Lien" means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction, lease or other title exception or encumbrance affecting property; and (c) any contingent or other agreement to provide any of the foregoing.

        "Net Loss Proceeds" means the aggregate cash proceeds received by the Company or any of its Subsidiaries in respect of any Event of Loss, including, without limitation, insurance proceeds, condemnation awards or damages awarded by any judgment, net of the direct cost in recovery of such Net Loss Proceeds (including, without limitation, legal, accounting, appraisal and insurance adjuster fees and any relocation expenses incurred as a result thereof), amounts to be applied to the repayment of Debt secured by any Permitted Lien on the asset or assets that were the subject of such Event of Loss, and any taxes paid or payable as a result thereof.

        "Net Proceeds" means the aggregate cash proceeds or Cash Equivalents received by the Company or any of its Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (A) commissions and other customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Company or such Subsidiary in connection therewith (other than any amounts payable to any Affiliate), (B) transfer taxes, (C) amounts payable to holders of senior Liens (to the extent that such Liens are Permitted Liens), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith.

        "Ninth Amendment Effective Date" means October 29, 2008, the "Effective Date" as defined in the Ninth Amendment to the Existing Credit Facilities.

        "Note Guarantee" means the unconditional Guarantee by each Guarantor of the Company's Obligations under the Notes. Any Guarantor that is not a party to the Indenture on the Issue Date shall execute a Note Guarantee and become a Guarantor by executing and delivering to the Trustee a supplemental indenture.

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        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, Guarantees and other liabilities payable under the documentation governing any Debt, in each case, whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising on or after the commencement of a proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding, including with respect to Obligations in respect of the Existing Credit Facilities, "Obligations" as defined in the Existing Credit Facilities as in effect on the Ninth Amendment Effective Date.

        "Officers" means any of the following: Chairman, President, Chief Executive Officer, Treasurer, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer reasonably acceptable to the Trustee.

        "Officers' Certificate" means a certificate signed by two Officers.

        "Opinion of Counsel" means a written opinion from legal counsel which opinion is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. As to matters of fact, an Opinion of Counsel may conclusively rely on an Officers' Certificate, without any independent investigation.

        "Permitted Business" means the businesses conducted by the Company and its Subsidiaries as of the Issue Date and any other business reasonably related, complementary or incidental to any of those businesses.

        "Permitted Collateral Liens" means Liens permitted under clauses (a) (to the extent such Lien constitutes a Lien on Second Lien Collateral), (b) (e) and (f) of the definition of "Permitted Liens."

        "Permitted Investments" means by the Company or any Subsidiary in:

(1)

any Investment in the Company or a Guarantor (including in the form of intercompany Debt or in any Capital Stock of a Guarantor otherwise permitted under the Indenture);



(2)

(a) cash, Cash Equivalents or (b) to the extent determined by the Company in good faith to be necessary for local currency working capital requirements of a Foreign Subsidiary, other cash equivalents, provided in the case of clause (b), the Investment is made by the Foreign Subsidiary having such requirements;



(3)

a Person, if as a result of such Investment (A) such Person becomes a Guarantor or (B) such Person, in one transaction or a series of substantially concurrent related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Guarantor;



(4)

any securities or other assets received or other Investments made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under "—Certain Covenants—Asset Sales" or in connection with any disposition of assets not constituting an Asset Sale;



(5)

any Investment solely in exchange for the issuance of Capital Stock of the Company;



(6)

receivables owing to the Company or any Subsidiary of the Company, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including such concessionary terms as the Company or Subsidiary of the Company deems reasonable);



(7)

loans or advances to employees and officers (or guarantees of third-party loans to employees or officers) in the ordinary course of business;

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(8)

stock, obligations or securities received in satisfaction of judgments, foreclosure of liens or settlement of litigation, disputes or debts as a result of bankruptcy or insolvency proceedings or pursuant to any plan of reorganization;



(9)

any Investment existing on the Issue Date or made pursuant to legally binding written commitments in existence on the Issue Date;



(10)

Investments in Hedge Agreements not otherwise prohibited under the Indenture;



(11)

Investments in split dollar life insurance policies on officers and directors of the Company and its Subsidiaries in the ordinary course of business;



(12)

Operating leases, Equipment, Inventory and other property and assets owned or used by the Company or any Subsidiary in the ordinary course of business;



(13)

licenses in the ordinary course of business; and



(14)

additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14) that are at that time outstanding, not to exceed $10.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

        "Permitted Junior Securities" means (1) Capital Stock of the Company or any Guarantor; or (2) debt securities of the Company or any Guarantor that (A) are subordinated to all Designated Senior Debt and any debt securities issued in exchange for Designated Senior Debt to substantially the same extent as, or to a greater extent than the Guarantees of the Notes are subordinated to Designated Senior Debt pursuant to the terms of the Indenture and (B) have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Notes.

        "Permitted Liens" means:

(a)

Liens securing Debt incurred under clause (1) of the covenant set forth under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock" that was permitted by the terms of the Indenture to be incurred, including Liens in respect of any cash collateral accounts pledged to support any such Debt (including Debt under letters of credit);



(b)

Liens for taxes not delinquent or statutory Liens for taxes in an amount not to exceed $3,000,000 provided that the payment of such taxes which are due and payable is being contested in good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established on books and records of the Company and its Subsidiaries and a stay of enforcement of any such Lien is in effect;



(c)

Liens of the Trustee or Collateral Agent or Liens in favor of the Company or any of its Subsidiaries;



(d)

Liens consisting of deposits made in the ordinary course of business in connection with, or to secure payment of, obligations under worker's compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure statutory obligations (other than Liens arising under the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder, or Liens in favor of any governmental authority for any Liability under applicable environmental laws or damages arising from, or costs incurred by such governmental authority in response to, a release or threatened release of a contaminant into the environment) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds;

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(e)

Liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that if any such Lien arises from the nonpayment of such claims or demand when due, such claims or demands do not exceed $1,000,000 in the aggregate at any time;



(f)

Liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Estate; provided that they do not in the aggregate materially detract from the value of the Real Estate or materially interfere with its use in the ordinary conduct of the Company's business;



(g)

Liens arising from judgments and attachments in connection with court proceedings provided that the attachment or enforcement of such Liens would not result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material property is subject to a material risk of imminent loss or forfeiture and a stay of execution pending appeal or proceeding for review is in effect;



(h)

Liens on the assets of the Company or any Subsidiary securing Debt existing on the Issue Date and refundings, renewals, refinancings, replacements, defeasances and extensions thereof to the extent permitted under clause (6) of the second paragraph under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock";



(i)

Interests of lessors under operating leases;



(j)

other Liens securing Debt not in excess of $1,000,000 in the aggregate at any time outstanding;



(k)

Liens securing the Obligations under the Notes (including PIK Notes and Additional Notes);



(m)

Liens on assets of the Excluded Subsidiaries, as long as the holder of such Lien has no recourse to the Company or any Guarantor or its assets;



(n)

to the extent permitted thereunder, Liens securing Debt permitted under clauses (4), (5), (6), (11) and (13) of the second paragraph under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock";



(o)

Liens on any Real Estate that does not constitute Collateral;



(p)

bankers liens and rights of set off with respect to customary depositary arrangements entered into in the ordinary conduct of business;



(q)

Liens securing Debt permitted under clause (9) of the second paragraph under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock;" provided that (i) such Liens also extends to all of the assets and properties that secure Debt incurred under the Existing Credit Facilities and (ii) such Liens are senior to or on a parity with the Liens securing Debt under the Existing Credit Facilities;



(r)

Liens on or in respect of the Collateral Account securing the Obligations under the Notes;



(s)

Liens on or in respect of cash collateral securing additional obligations in an amount not to exceed $20.0 million in the aggregate in respect of letters of credit permitted under clause (12) of the second paragraph under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock;" and



(t)

Liens on life insurance policies listed on a schedule to the Indenture to the extent such Liens are permitted by the Existing Credit Facilities, securing Debt permitted under clause (15) of

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the second paragraph under "—Certain Covenants—Incurrence of Debt and Issuance of Preferred Stock."

        "Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

        "Preferred Stock" means, with respect to any Person, any Capital Stock of such Person (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

        "Real Estate" means, as to any Person, all of such Person's now or hereafter owned or leased estates in real property, including, without limitation, all fees, leaseholds and future interests, together with all of such Person's now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto and the easements appurtenant thereto and any and all income, rents, profits and proceeds thereof.

        "Representative" means any agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

        "Restricted Investment" means any Investment other the a Permitted Investment.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement pursuant to which property is sold or transferred by the Company or a Subsidiary of the Company and is thereafter leased back as a Capital Lease by the Company or any Subsidiary.

        "Second Lien After-Acquired Property" means equipment or fixtures acquired by the Company or any Subsidiary after the Issue Date which constitute accretions, additions or technological upgrades to the equipment or fixtures that form part of the Second Lien Collateral and any assets acquired by the Company or any Subsidiary as contemplated by clause (2)(B) of the second paragraph under "—Repurchase at Option of Holders—Limitation on Asset Sales".

        "Second Lien Collateral" means Real Estate on which second-priority Liens are granted to secure the Notes pursuant to the Collateral Documents; provided that in no event shall any Real Estate be deemed to be Second Lien Collateral unless and until a first priority mortgage with respect to such Real Estate is granted to secure the Designated Senior Debt.

        "Secured Debt" means any Debt secured by a Lien on assets of the Company or any Guarantor.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Senior Debt" means all Debt of the Company or any Guarantor, other than Subordinated Debt.

        "Senior Officer" means the Chief Executive Officer or the Chief Financial Officer of the Company.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

        "S&P" means Standard & Poor's Rating Services.

        "Stated Maturity" means, with respect to any installment of interest on or principal of, or any other amount payable in respect of, any series of Debt, the date on which such interest, principal or other amount was scheduled to be paid in the documentation governing such Debt, and shall not include any

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contingent obligations to repay, redeem or repurchase any such interest, principal or other amount prior to the date scheduled for the payment thereof.

        "Subordinated Debt" means any Debt of the Company or any Guarantor (whether outstanding on the Issue Date or thereafter incurred) that is contractually subordinate or junior in right of payment to the Notes or the applicable Note Guarantee (but in any event, for the avoidance of doubt, excluding Designated Senior Debt).

        "Subsidiary" of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50%) of the voting Capital Stock, is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a "Subsidiary" refer to a Subsidiary of the Company.

        "Trust Securities" means, collectively, (a) the 6% Convertible Trust Preferred Securities issued by Fleetwood Trust in February 1998 with a liquidation preference of $50 per share, guaranteed on a subordinated unsecured basis by the Company, (b) any convertible preferred securities issued by Fleetwood Trust in exchange therefor to the extent and only to the extent that issuance of such securities is permitted under the Indenture, (c) any additional securities issued by Fleetwood Trust concurrently with, and having the same terms as, the securities issued in such exchange to the extent and only to the extent that issuance of such securities is permitted under the Indenture, and (d) the 6% Convertible Trust Common Securities issued by Fleetwood Trust to the Company in February 1998.

        "Trustee's Liens" means the Liens in the Collateral granted to the Trustee, for the benefit of the Holders and the Trustee pursuant to the Collateral Documents.

        "Voting Stock" means, with respect to any specified "person" as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the then outstanding aggregate principal amount of such Indebtedness, into



(2)

the sum of the total of the products obtained by multiplying



(i)

the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by



(ii)

the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

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DESCRIPTION OF CAPITAL STOCK

Capital Stock

        Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $1.00 per share.

        At December 5, 2008 we had outstanding:

•

76,319,526 shares of common stock, excluding shares held by Fleetwood as treasury stock;

•

exercisable stock options to purchase an aggregate of approximately 3,549,291 shares of our common stock;

•

no shares of preferred stock;

•

an aggregate of approximately $151,250,000 in stated liquidation amount of the 6% convertible trust preferred securities. Holders of these preferred securities have the right to convert their securities into an aggregate of 3,104,467 shares of our common stock, subject to adjustment; and

•

an aggregate of $100,000,000 principal amount of Old Debentures convertible into a maximum of 8,503,400 shares of our common stock.

Common Stock

        Subject to the rights of holders of our preferred securities that may be issued in the future, our common stockholders are entitled to receive dividends if and when they are declared by our board of directors from legally available funds and, in the event of liquidation, to receive pro rata all assets remaining after payment of all obligations. Each holder of our common stock is entitled to one vote for each share held and to cumulate its votes for the election of directors. Our stockholders do not have preemptive rights.

        Computershare is the transfer agent and registrar for our common stock.

Preferred Stock

        As of the date of this prospectus, no shares of our preferred stock are outstanding. The authorized shares of our preferred stock are issuable, without further stockholder approval, in one or more series as determined by our board of directors. Our board of directors also determines the voting rights, designations, powers, preferences, and the relative participating, optional or other rights of each series of our preferred stock, as well as any qualifications, limitations or restrictions. We will distribute a prospectus supplement with regard to each particular issue or series of preferred stock we offer under a shelf registration statement. Each such prospectus supplement will describe, as to the series of preferred stock to which it relates:

•

the title of the series of preferred stock;

•

any limit upon the number of shares of the series of preferred stock which may be issued;

•

the preference, if any, to which holders of the series of preferred stock will be entitled upon our liquidation;

•

the date or dates on which we will be required or permitted to redeem the preferred stock;

•

the terms, if any, on which we or holders of the preferred stock will have the option to cause the preferred stock to be redeemed or purchased;

•

the voting rights, if any, of the holders of the preferred stock;

•

any listing of the preferred stock on any securities exchange;

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•

the dividends, if any, which will be payable with regard to the series of preferred stock, which may be fixed dividends or participating dividends and may be cumulative or non-cumulative;

•

the rights, if any, of holders of preferred stock to convert it into another class of our stock or securities, including provisions intended to prevent dilution of those conversion rights;

•

any provisions by which we will be required or permitted to make any payments to a sinking fund to be used to redeem preferred stock or a purchase fund to be used to purchase preferred stock;

•

any material United States federal income tax considerations applicable to the preferred stock; and

•

any other material terms of the preferred stock.

Effect of New Issuance of Preferred Stock

        If our board were to issue a new series of preferred stock, the issuance of such preferred stock could:

•

decrease the amount of earnings and assets available for distribution to existing common stockholders;

•

make removal of the present management more difficult;

•

result in restrictions upon the payment of dividends and other distributions to existing common stockholders;

•

delay or prevent a change in control of our company; and

•

limit the price that investors are willing to pay in the future for our existing common stock.

Possible Anti-Takeover Effects of Delaware Law and Relevant Provisions of Our Certificate of Incorporation

        Provisions of Delaware law and our restated certificate of incorporation and bylaws may make more difficult the acquisition of the company by tender offer, a proxy contest or otherwise or the removal of our officers and directors. For example:

•

Section 203 of the Delaware General Corporation Law prohibits certain publicly-held Delaware corporations from engaging in a business combination with an interested stockholder for a period of three years following the time such person became an interested stockholder unless the business combination is approved in a specified manner. Generally, an interested stockholder is a person who, together with its affiliates and associates, owns 15% or more of the corporation's voting stock, or is affiliated with the corporation and owns or owned 15% of the corporation's voting stock within three years before the business combination.

•

Our restated certificate of incorporation provides for a classified board of directors, approximately one-third of which is elected annually for a three-year term. Our restated certificate of incorporation also requires a vote of holders of at least 80% of our voting stock to adopt or modify our bylaws, or to approve a merger, a sale of all or substantially all of our assets or certain other transactions between us and any other corporation holding directly or indirectly more than 5% of our voting stock, unless the merger, sale or other transaction was approved by our board of directors prior to the other corporation's acquisition of more than 5% of our voting stock. The above provisions cannot be changed unless the change is approved by the affirmative vote of at least 80% of our voting stock.

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•

Our restated certificate of incorporation provides that stockholder action can be taken only at an annual or special meeting of stockholders. Special meetings of stockholders may be called only by our board of directors or by a committee thereof which has been duly provided the power and authority to call such meetings.

•

Our bylaws provide time limitations for nominations for election to our board of directors or for proposing matters that can be acted upon at stockholders' meetings.

        Copies of our restated certificate of incorporation and bylaws, each as amended, have been filed with and are publicly available at or from the Securities and Exchange Commission. See "Where You Can Find More Information."

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified that any discussion of tax matters set forth in this prospectus was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any holder, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each holder should seek advice based on its particular circumstances from an independent tax advisor.

        The following is a general discussion of certain U.S. federal income tax consequences of the Exchange Offer to holders of Old Debentures. This discussion is a summary for general information purposes only and does not consider all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their individual investment circumstances or to certain types of holders subject to special tax rules, including financial institutions, broker-dealers, insurance companies, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect to apply a mark-to-market method of accounting, regulated investment companies, real estate investment trusts, persons that hold Old Debentures or will hold New Notes or Shares as part of a "straddle," a "hedge," a "conversion transaction" or other "integrated transaction," "U.S. Holders" (as defined below) that have a functional currency other than the U.S. dollar, partnerships or other pass-through entities, certain former citizens or permanent residents of the United States and persons subject to the alternative minimum tax. This discussion also does not address any state, local or foreign tax consequences or any U.S. federal tax consequences other than income tax consequences. This summary assumes that holders have held the Old Debentures and will hold the New Notes and Shares exclusively as "capital assets" (generally, property held for investment) within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").

        This summary is based on the Code and applicable Treasury Regulations, rulings, administrative pronouncements and decisions as of the date hereof, all of which are subject to change or differing interpretations at any time with possible retroactive effect. There can be no assurance that the Internal Revenue Service ("IRS") will not challenge one or more of the tax consequences described herein, and the Company has not obtained, and does not intend to obtain, a ruling from the IRS with respect to the U.S. federal income tax consequences of the Exchange Offer.

        For purposes of this discussion, a "U.S. Holder" is a beneficial owner of Old Debentures, New Notes or Shares that is (i) a citizen or an individual resident of the United States; (ii) a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized, or treated as created or organized, in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

        As used herein, the term "Non-U.S. Holder" means a beneficial owner of Old Debentures, New Notes or Shares that is neither a U.S. Holder nor a partnership (or entity or arrangement treated as a partnership for U.S. federal income tax purposes).

        If a partnership (or entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Old Debentures, New Notes or Shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. The partner and partnership should consult their own tax advisors concerning the tax treatment of the Exchange Offer. This disclosure does not address the tax treatment of partnerships or persons who hold their Old Debentures, New Notes or Shares through a partnership.

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You are urged to consult your own tax advisor regarding the specific U.S. federal, state, local and foreign tax consequences of the Exchange Offer.

Tax Consequences to U.S. Holders

        The following discussion is a summary of certain U.S. federal income tax consequences that will apply to you if you are a U.S. Holder that tenders Old Debentures in the Exchange Offer.

Tax Consequences to U.S. Holders of the Exchange

        The exchange of the Old Debentures for New Notes and Shares in the Exchange Offer will be a taxable event for U.S. federal income tax purposes unless the Code explicitly prevents recognition of any gain or loss realized (e.g., if the exchange is a recapitalization under the Code). To the extent that Old Debentures are exchanged for Shares, such exchange should be treated as a tax-free recapitalization. In that case, your tax basis in the Shares received in the exchange will be equal to your tax basis in the Old Debentures exchanged therefor. Your holding period for such Shares will include the period during which you held the Old Debentures surrendered in the exchange. However, in order for an exchange of Old Debentures for New Notes to qualify as a recapitalization under Section 368(a)(1)(E) of the Code, the Old Debentures and the New Notes must both be treated as "securities" under the relevant provisions of the Code. Neither the Code nor the Treasury Regulations define the term security. Whether a debt instrument is a security is based on all of the facts and circumstances, but most authorities have held that the term to maturity of the debt instrument is one of the most significant factors. In this regard, debt instruments with a term of ten years or more generally have qualified as securities, whereas debt instruments with a term of less than five years generally have not qualified as securities. Because the term of the New Notes is only three years, we believe it is more likely than not that the New Notes will not qualify as securities. Because the application of these rules to the Old Debentures and the New Notes is unclear, you should consult your own tax advisor regarding whether the Old Debentures and/or the New Notes would constitute securities for these purposes. If, contrary to our belief, the Old Debentures and the New Notes are treated as securities, we believe that the exchange of Old Debentures for New Notes will be treated as a tax-free recapitalization and therefore you generally will not recognize any gain or loss on the exchange, except to the extent that the principal amount of the New Notes received exceeds the principal amount of the Old Debentures surrendered. In that case, your aggregate initial tax basis in the New Notes and Shares received in the exchange will be equal to your tax basis in the Old Debentures exchanged therefor, which will be allocated proportionately between the New Notes and Shares based on their relative fair market values. Your holding period for such New Notes and Shares will include the period during which you held the Old Debentures surrendered in the exchange.

        If the Old Debentures or the New Notes are not treated as securities, then you would generally recognize gain or loss equal to the difference (if any) between the "issue price" of the New Notes (as described below) and your adjusted tax basis in the Old Debentures exchanged therefor. Any gain or loss on the sale, exchange or other disposition of a New Note or Share will generally be long-term capital gain or loss if the New Note or Share has a holding period of more than one year at the time of the sale, exchange or other disposition. If you are a non-corporate U.S. Holder (including an individual), capital gains derived in respect of capital assets you held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Your adjusted tax basis in the New Notes will be determined in the manner described below and you will have a new holding period in the New Notes commencing the day after the exchange.

        Neither the Old Debentures nor the New Notes should be considered to be "publicly traded" property, as defined by the Treasury Regulations. Assuming they are not, the issue price of the New Notes would be equal to their stated principal amount. If the Old Debentures or the New Notes are

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not treated as securities (i.e., the exchange is not a recapitalization), your initial tax basis in the New Notes would be equal to their stated principal amount.

        If the New Notes are considered to be "publicly traded" property, the issue price of the New Notes would be equal to their fair market value on the date of exchange. If the New Notes are not, but the Old Debentures are, considered to be "publicly traded" property, the issue price of the New Notes would be equal to the fair market value of the Old Debentures exchanged therefor on the date of the exchange. The Old Debentures or New Notes would generally be considered to be "publicly traded" property if, at any time during the 60-day period ending 30 days after the date of the exchange, they appear on a system of general circulation that provides a reasonable basis to determine the fair market value of the Old Debentures or New Notes by disseminating either (i) recent price quotations (including rates, yields or other pricing information) of one or more identified brokers, dealers or traders or (ii) actual prices (including rates, yields or other pricing information) of recent sales transactions. We do not believe that either the Old Debentures or the New Notes would be considered "publicly traded" for these purposes. However, if either the Old Debentures or the New Notes would be considered "publicly traded", and the exchange of Old Debentures for New Notes would qualify as a recapitalization, then it is possible, due to uncertainty in the law, that the affect on issue price would affect the amount of gain incident to such recapitalization. Holders should seek advice from their own tax advisors regarding the possibility that either the Old Debentures or New Notes would be considered "publicly traded" and the effect that such characterization would have on any gain incident to a recapitalization.

Tax Consequences to U.S. Holders of Ownership of New Notes

        Original Issue Discount on New Notes.    If neither the Old Debentures or the New Notes would be considered "publicly traded", then the issue price of the New Notes would equal their stated redemption price at maturity. We believe this to the be case. As such, the New Notes should not be treated as issued with OID. However, if either the Old Debentures or the New Notes would be treated as "publicly traded", then the OID rules would likely apply. You should consult your own tax advisors regarding application of the OID rules.

         Issuance of Payment In Kind Notes or Increase in the Principal Amount of New Notes.    The issuance of Payment In Kind Notes is generally not treated as a payment of interest. Instead, a New Note and any Payment in Kind Notes issued in respect of PIK Interest thereon are treated as a single debt instrument. For U.S. federal income tax purposes, increasing the principal amount of the New Notes will generally be treated the same as the issuance of Payment In Kind Notes.

         Market Discount on New Notes.    If your initial tax basis in the New Notes is less than their adjusted issue price, the amount of the difference will be treated as "market discount" for U.S. federal income tax purposes, unless that difference is less than a specified de minimis amount. Under the market discount rules, you will be required to treat any principal payment on, or any gain on the sale, exchange or retirement of, the New Notes as ordinary income to the extent of any market discount you have not previously included in income and are treated as having accrued on the New Notes at the time of such payment or disposition.

        Any market discount will be considered to accrue ratably during the period from the date of issuance of the New Notes to the maturity date of the New Notes, unless you elect to accrue on a constant interest method. You may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply.

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Tax Consequences to U.S. Holders of Ownership of Shares

        Dividends on Shares.    You will be required to include in gross income as ordinary income the amount of any distribution paid on the Shares on the date the distribution is received to the extent the distribution is paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Under current law, dividends received in taxable years beginning before January 1, 2011 by non-corporate U.S. Holders may be subject to U.S. federal income tax at lower rates than other types of ordinary income if certain holding period and other requirements are satisfied. Distributions in excess of our current and accumulated earnings and profits will be applied against and reduce your tax basis in your Shares and will be treated as capital gain to the extent they exceed your tax basis in your Shares.

Tax Consequences to U.S. Holders of Sale, Exchange or Retirement of New Notes or Shares

        Unless a non-recognition provision applies, you generally will recognize taxable gain or loss upon a sale, exchange or retirement of a New Note (or Payment in Kind note) or Shares, measured by the difference, if any, between:

•

the amount of cash and the fair market value of any property received; and

•

your adjusted tax basis in the New Note, or Shares, as the case may be.

        Your initial tax basis in a New Note and Shares will be as described above in "—Tax Consequences to U.S. Holders of the Exchange". Your adjusted tax basis in a New Note will, in general, be your initial tax basis in the New Note and, if the OID rules apply, increased by OID previously included in income, and reduced by any cash payments on the New Note. Although not free from doubt, your adjusted tax basis in a New Note should be allocated between the New Note and any Payment in Kind Notes received in respect of PIK Interest thereon in proportion to their relative principal amounts. Your holding period in any Payment In Kind Note received in respect of PIK Interest would likely be identical to your holding period for the New Note with respect to which the Payment In Kind Note was received.

        Except as described above in "—Tax Consequences to U.S. Holders of Ownership of New Notes—Market Discount on New Notes" with respect to market discount on the New Notes, any gain or loss on the sale, exchange or other disposition of a New Note or Shares will generally be long-term capital gain or loss if the New Note or Shares has a holding period of more than one year at the time of the sale, exchange or other disposition. If you are a non-corporate U.S. Holder (including an individual), capital gains derived in respect of capital assets you held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Tax Consequences to Non-U.S. Holders

        The following discussion is a summary of certain U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder that tenders Old Debentures in the Exchange Offer.

Tax Consequences to Non-U.S. Holders of the Exchange

        Any gain realized on the disposition of the New Notes generally will not be subject to U.S. federal income tax unless (i) the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment); or (ii) you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.

        If you are engaged in a trade or business in the United States and any gain on the exchange is effectively connected with the conduct of that trade or business (and, if required by an applicable

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income tax treaty, is attributable to a U.S. permanent establishment), then you will be subject to U.S. federal income tax on that gain on a net income basis in generally the same manner as if you were a United States person as defined under the Code. In addition, if you are a corporate Non-U.S. Holder, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of such gain, subject to adjustments.

Tax Consequences to Non-U.S. Holders of Ownership of New Notes and Shares

        Taxation of interest.    The 30% U.S. federal withholding tax will not apply to any payment of interest on the New Notes under the "portfolio interest rule," provided that (i) such interest is not effectively connected with the conduct of a trade or business by you in the United States (or, if one of certain tax treaties applies, is not attributable to a U.S. permanent establishment maintained by you); (ii) you do not actually or constructively own 10% or more of our voting stock; (iii) you are not a controlled foreign corporation that is related to us through stock ownership; (iv) you are not a bank receiving interest on a loan agreement entered into in the ordinary course of its trade or business; and (v) you have provided a validly completed IRS Form W-8BEN (or other applicable form) establishing that you are a Non-U.S. Holder (or you satisfy certain documentary evidence requirements for establishing that you are a Non-U.S. Holder).

        If you cannot satisfy the requirements described above, payments of accrued interest on the New Notes made to you (whether in cash or in the form of additional New Notes) will be subject to a 30% U.S. federal withholding tax, unless your provide us (or our paying agent) with a properly executed (i) IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or (ii) IRS Form W-8ECI (or other applicable form) certifying that interest paid on the New Notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

        If you are engaged in a trade or business in the United States and interest on the New Notes is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment), then you will be subject to U.S. federal income tax on that interest on a net income basis (although you will be exempt from the 30% U.S. federal withholding tax, provided the certification requirements discussed above are satisfied) in generally the same manner as if you were a United States person as defined under the Code. In addition, if you are a corporate Non-U.S. Holder, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of such interest, subject to adjustments.

         Taxation of dividends.    Distributions made with respect to the Shares will constitute dividends to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Dividends paid to you with respect to such Shares generally will be subject to withholding of U.S. federal income tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by you within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to U.S. federal income tax on a net income basis in the same manner as if you were a United States person as defined under the Code. In addition, if you are a corporate Non-U.S. Holder, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) on any such effectively connected dividends.

        To claim the benefit of an applicable treaty rate for dividends, you will be required (a) to complete IRS Form W-8BEN (or other applicable form) and certify under penalties of perjury that you are not a United States person as defined under the Code and are eligible for treaty benefits or (b) if your Shares are held through certain foreign intermediaries, to satisfy the relevant certification requirements

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of applicable Treasury Regulations. Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations or individuals.

        If you are eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty, you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

         Sale, exchange or retirement of New Notes or Shares.    Subject to the discussion below concerning backup withholding, any gain realized upon the sale, exchange, retirement or other disposition of a New Note or Shares by you generally will not be subject to U.S. federal income tax unless:

•

that gain is effectively connected with the conduct of a trade or business in the United States by you (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment);

•

you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

•

with respect to gain on the sale of Shares, we are or have been a "U. S. real property holding corporation" for U.S. federal income tax purposes.

        If you are an individual described in the first bullet point immediately above, you will be subject to U.S. federal income tax on the net gain derived from the disposition under regular graduated U.S. federal income tax rates. If you are an individual described in the second bullet point immediately above, you will be subject to a flat 30% U.S. federal income tax on the gain derived from the disposition, which may be offset by U.S. source capital losses, even though you are not considered a resident of the United States. If you are a foreign corporation described in the first bullet point immediately above, you will be subject to tax on the net gain at regular graduated U.S. federal income tax rates. In addition, if you are a corporate Non-U.S. Holder, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) on any such effectively connected gain.

U.S. Federal Estate Tax

        Your estate will not be subject to U.S. federal estate tax on New Notes beneficially owned by you at the time of your death, provided that any payment to you on the New Notes would be eligible for exemption from the 30% U.S. federal withholding tax under the "portfolio interest rule" described above under "—Tax Consequences to Non-U.S. Holders of Ownership of New Notes and Shares—Taxation of interest" without regard to the statement requirement described in item (v) of that section.

        However, Shares owned by you at the time of death will be included in your gross estate for U.S. federal estate tax purposes, and a Shares owned by you may be included in your gross estate for U.S. federal estate tax purposes, unless, in either case, an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

U.S. Holders

        In general, information reporting requirements will apply to the exchange of Old Debentures for New Notes and Shares, and to certain payments of principal and interest paid on the New Notes, dividends paid on Shares, and to the proceeds of the sale or other disposition of a New Note or Shares paid to you (unless you are an exempt recipient such as a corporation).

        Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or a certification that you are not subject to backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a

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refund or a credit against your U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Non-U.S. Holders

        Generally, we must report to the IRS and to you the exchange of Old Debentures for New Notes and Shares, the amount of interest paid to you with respect to the New Notes, dividends paid on our Shares, and the amount of tax, if any, withheld with respect to the exchange or such interest or dividend payments. Copies of the information returns reporting the exchange or such interest or dividend payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

        In general, you will not be subject to backup withholding with respect to the exchange of Old Debentures for New Notes and Shares or interest on the New Notes or dividends on our Shares that we pay to you, provided that we do not have actual knowledge or reason to know that you are a United States person as defined under the Code, and you have provided a validly completed IRS Form W-8BEN (or other applicable form) establishing that you are a Non-U.S. Holder (or you satisfy certain documentary evidence requirements for establishing that you are a Non-U.S. Holder).

        Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition (including a redemption) of New Notes or our Shares within the United States or conducted through certain United States-related financial intermediaries, unless you certify to the payor under penalties of perjury that you are a Non-U.S. Holder (and the payor does not have actual knowledge or reason to know that you are a United States person as defined under the Code), or you otherwise establish an exemption.

        Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

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WHERE YOU CAN FIND MORE INFORMATION

        This prospectus is a part of a registration statement on Form S-4 that we filed with the SEC registering the securities that may be offered and sold hereunder. This registration statement, including the exhibits and schedules, contains additional relevant information about us and these securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy of the registration statement can be obtained at the address set forth below. You should read the registration statement, including any applicable prospectus supplement, for further information about us and these securities.

        We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. You may read and copy this information at the following SEC location:

Public Reference Room
100 F Street N.E.
Washington, D.C. 20549

        You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a web site that contains reports, proxy statements, information statements and other information about issuers, like Fleetwood Enterprises, Inc., who file electronically with the SEC. The address of that web site is www.sec.gov.

        In addition, our common stock is listed on the New York Stock Exchange and similar information concerning us can be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The SEC allows us to "incorporate by reference" information into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC:

•

our Annual Report on Form 10-K, except for Item 8. "Financial Statements and Supplemental Data" and Item 9A. "Controls and Procedures," for the year ended April 27, 2008, filed on July 10, 2008;

•

our Quarterly Report on Form 10-Q, except for Part I, Item 1, "Financial Statements," for the quarter ended July 27, 2008, filed on September 3, 2008;

•

our Quarterly Report on Form 10-Q for the quarter ended October 26, 2008, filed on December 4, 2008;

•

our Current Report on Form 8-K, which includes the audited financial statements as of April 27, 2008 and April 29, 2007 and each of the three years in the period ended April 27, 2008 and the unaudited financial statements as of July 27, 2008 and the thirteen week periods ended July 27, 2008 and July 29, 2007, filed on November 28, 2008; and

•

our Current Reports on Form 8-K filed on April 30, 2008, May 16, 2008, June 4, 2008, June 12, 2008, June 20, 2008, June 23, 2008, August 8, 2008, August 13, 2008, August 22, 2008, August 26, 2008, September 22, 2008, October 10, 2008, October 27, 2008, October 30, 2008 (except for Exhibit 99.2), November 3, 2008, November 6, 2008, November 25, 2008 and December 2, 2008.

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        We also incorporate by reference all documents that we subsequently file with the SEC after the filing of this prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all securities registered hereunder or termination of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC.

        Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        You may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated by reference, at no cost, by writing or calling us at the following address or telephone number:

Investor Relations Department
Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
(951) 351-3500

        Statements contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance investors are referred to the copy of the contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.

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EXPERTS

        The consolidated financial statements and related schedule of Fleetwood Enterprises, Inc. for the year ended April 27, 2008, included with Fleetwood Enterprises, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2008, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 1 to the consolidated financial statements), included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

VALIDITY OF SECURITIES

        Gibson, Dunn & Crutcher LLP of Irvine, California has rendered an opinion with respect to the validity of the securities being offered by this prospectus.

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        All tendered Old Debentures, executed letters of transmittal and any other required documents must be delivered to the Exchange Agent at the address set forth below.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon Trust Company, N.A.

By Facsimile (Eligible Institutions Only):
Attn: Evangeline R. Gonzales
Facsimile: (212) 815-1915
(confirm by telephone: (212) 815-3738) By Mail or Hand:
Bank of New York Mellon Corporation
Corporate Trust Operations
101 Barclay Street—Floor 7 East
New York, NY 10286
Attn: Mrs. Evangeline R. Gonzales
Reorganization Unit

        Requests for assistance with respect to the procedure for tendering Old Debentures pursuant to the Exchange Offer and requests for additional copies of this prospectus and the letter of transmittal should be directed to the Information Agent at the address and telephone numbers set forth below.

The Information Agent for the Exchange Offer is:

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

The Dealer-Manager for the Exchange Offer is:

Barclays Capital Inc.

Attention: Barclays Capital Liability Management
745 Seventh Avenue, 5th Floor
New York, NY 10019

(800) 438-3242 (U.S. toll free)
(212) 528-7581 (collect)

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.    Indemnification Of Officers And Directors.

        Fleetwood Enterprises, Inc. is a Delaware corporation. Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Fleetwood) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful.

        Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

        Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise both as to action in such person's capacity and as to action in another capacity while holding such office; and that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of the corporation against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

        Fleetwood's Restated Certificate of Incorporation, as amended, provides that a director of Fleetwood shall, to the fullest extent permitted by DGCL, not be liable to Fleetwood or its stockholders both as to action in such person's capacity and as to action in another capacity while holding such office for monetary damages for a breach of a fiduciary duty as a director. Fleetwood Amended and Restated Bylaws (the "Bylaws") provide that the corporation shall, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to

II-1

any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including a derivative action) by reason of the fact that he is or was a director or officer of Fleetwood, or is or was serving at the request of Fleetwood as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, against expenses (including attorneys' fees), liability, loss, judgments, ERISA excise taxes, fines, penalties and amounts paid in settlement actually and reasonably incurred or suffered by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Fleetwood, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Bylaws authorize the advance of expenses in certain circumstances and authorize the corporation to provide indemnification or advancement of expenses to any person, by agreement or otherwise, on such terms and conditions as the board of directors may approve. The Bylaws also authorize Fleetwood to purchase and maintain insurance on behalf of a director, officer, employee or agent of Fleetwood or a person acting at the request of Fleetwood as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body against any liability incurred by him or her in any such capacity whether or not the corporation would have the power to indemnify him or her.

        In addition to the indemnification provisions in the Bylaws, Fleetwood has entered into indemnity agreements with individuals serving as officers of the corporation. Therein, Fleetwood has agreed to pay on behalf of the officer and his executors, administrators or assigns, any amount which he is or becomes legally obligated to pay because of any act or omission or neglect or breach of duty, including any actual or alleged error or misstatement or misleading statement, which he commits or suffers while acting in his capacity as officer of the corporation and solely because of his being an officer. Fleetwood has agreed to pay damages, judgments, settlements and costs, costs of investigation, costs of defense of legal actions, claims or proceedings and appeals therefrom, and costs of attachment or similar bonds. Fleetwood has also agreed that if it shall not pay within a set period of time after written claim, the officer may bring suit against Fleetwood and shall be entitled to be paid for prosecuting such claim. Fleetwood has not agreed to pay fines or fees imposed by law or payments which it is prohibited by applicable law from paying as indemnity and has not agreed to make any payment in connection with a claim made against the officer for which payment was made to the officer under an insurance policy, for which the officer is entitled to indemnity otherwise than under the agreement, and which is based upon the officer gaining any personal profit or advantage to which he was not legally entitled, in addition to certain other payments.

        Fleetwood currently maintains an insurance policy which, within the limits and subject to the terms and conditions thereof, covers certain expenses and liabilities that may be incurred by directors and officers in connection with proceedings that may be brought against them as a result of, among other things, an act or omission committed or suffered while acting as a director or officer of Fleetwood.

II-2

Item 21.    Exhibits and Financial Statement Schedules

EXHIBIT NUMBER		DESCRIPTION
	2.1	Asset Purchase Agreement dated as of July 7, 2005 (Certain Schedules and Exhibits to the Asset Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.). (Incorporated by reference to our Current Report on Form 8-K filed on July 12, 2005.)
	2.2	Purchase and Sale Agreement entered into as of July 29, 2005, by and between HomeOne Credit Corp., a Delaware corporation, Fleetwood Enterprises, Inc., a Delaware corporation, and Vanderbilt Mortgage and Finance, Inc., a Tennessee corporation. (Incorporated by reference to in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2005.)
	2.3	Amended and Restated Stock Purchase Agreement dated as of May 12, 2008 (Schedules and exhibits to the Amended and Restated Stock Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.) (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on May 16, 2008.)
	2.4	Agreement of Sale and Purchase dated as of May 12, 2008 (Exhibits to the Agreement of Sale and Purchase have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted exhibit to the Securities and Exchange Commission upon request.) (Incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on May 16, 2008.)
	3.1	Restated Certificate of Incorporation. (Incorporated by reference to our Annual Report on Form 10-K filed on July 12, 2007.)
	3.2	Amendment of Restated Certificate of Incorporation. (Incorporated by reference to our Annual Report on Form 10-K filed on July 12, 2007.)
	3.3	Amendment to Restated Certificate of Incorporation, as amended. (Incorporated by reference to our Annual Report on Form 10-K filed on July 12, 2007.)
	3.4	Amendment to Restated Certificate of Incorporation, as amended. (Incorporated by reference to Annex A our Definitive Proxy Statement on Schedule 14A filed on August 18, 2008.)
	3.5	Amended and Restated Bylaws of Fleetwood. (Incorporated by reference to our Current Report on Form 8-K filed on June 12, 2008.)
	3.6	Certificate of Incorporation of Fleetwood Holdings, Inc. (Incorporated by reference to Exhibit 3.6 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.7	Bylaws of Fleetwood Holdings, Inc. (Incorporated by reference to Exhibit 3.7 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.8	Certificate of Incorporation of Fleetwood General Partner of Texas, Inc. (Incorporated by reference to Exhibit 3.8 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.9	Bylaws of Fleetwood General Partner of Texas, Inc. (Incorporated by reference to Exhibit 3.9 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.10	Articles of Incorporation of Fleetwood Homes Investment, Inc. (Incorporated by reference to Exhibit 3.10 of the Registration Statement on Form S-4 filed October 30, 2008.)

II-3

EXHIBIT NUMBER		DESCRIPTION
	3.11	Bylaws of Fleetwood Homes Investment, Inc. (Incorporated by reference to Exhibit 3.11 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.12	Articles of Incorporation of Fleetwood Homes of Arizona, Inc. (Incorporated by reference to Exhibit 3.12 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.13	Bylaws of Fleetwood Homes of Arizona, Inc. (Incorporated by reference to Exhibit 3.13 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.14	Articles of Incorporation of Fleetwood Homes of California, Inc. (f/k/a Coach Specialties, Inc., Fleetwood Trailer Co., Inc., and Fleetwood Homes, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.14 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.15	Bylaws of Fleetwood Homes of California, Inc. (f/k/a Coach Specialties, Inc., Fleetwood Trailer Co., Inc., and Fleetwood Homes, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.15 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.16	Articles of Incorporation of Fleetwood Homes of Florida, Inc. (f/k/a Barrington Homes of Florida, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.16 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.17	Bylaws of Fleetwood Homes of Florida, Inc. (Incorporated by reference to Exhibit 3.17 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.18	Articles of Incorporation of Fleetwood Homes of Georgia, Inc. (f/k/a Terry Industries of Georgia, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.18 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.19	Bylaws of Fleetwood Homes of Georgia, Inc. (Incorporated by reference to Exhibit 3.19 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.20	Articles of Incorporation of Fleetwood Homes of Idaho, Inc. (f/k/a Fleetwood Trailer Company of Idaho, Inc. and Fleetwood Trailer Co. of Idaho, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.20 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.21	Bylaws of Fleetwood Homes of Idaho, Inc. (f/k/a Fleetwood Trailer Company of Idaho, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.21 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.22	Articles of Incorporation of Fleetwood Homes of Indiana, Inc. (Incorporated by reference to Exhibit 3.22 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.23	Bylaws of Fleetwood Homes of Indiana, Inc. (Incorporated by reference to Exhibit 3.23 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.24	Articles of Incorporation of Fleetwood Homes of Kentucky, Inc. (Incorporated by reference to Exhibit 3.24 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.25	Bylaws of Fleetwood Homes of Kentucky, Inc. (Incorporated by reference to Exhibit 3.25 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.26	Articles of Incorporation of Fleetwood Homes of North Carolina, Inc. (Incorporated by reference to Exhibit 3.26 of the Registration Statement on Form S-4 filed October 30, 2008.)

II-4

EXHIBIT NUMBER		DESCRIPTION
	3.27	Bylaws of Fleetwood Homes of North Carolina, Inc., with amendments thereto. (Incorporated by reference to Exhibit 3.27 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.28	Articles of Incorporation of Fleetwood Homes of Oregon, Inc. (f/k/a Sandpointe Homes of Oregon, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.28 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.29	Bylaws of Fleetwood Homes of Oregon, Inc. (f/k/a Sandpointe Homes of Oregon, Inc.). (Incorporated by reference to Exhibit 3.29 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.30	Articles of Incorporation of Fleetwood Homes of Pennsylvania, Inc., with amendments thereto. (Incorporated by reference to Exhibit 3.30 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.31	Bylaws of Fleetwood Homes of Pennsylvania, Inc. (Incorporated by reference to Exhibit 3.31 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.32	Certificate of Incorporation of Fleetwood Homes of Tennessee, Inc., with amendments thereto. (Incorporated by reference to Exhibit 3.32 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.33	Bylaws of Fleetwood Homes of Tennessee, Inc., with amendments thereto. (Incorporated by reference to Exhibit 3.33 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.34	Certificate of Limited Partnership of Fleetwood Homes of Texas, L.P. (Incorporated by reference to Exhibit 3.34 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.35	Agreement of Limited Partnership of Fleetwood Homes of Texas, L.P. (Incorporated by reference to Exhibit 3.35 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.36	Articles of Incorporation of Fleetwood Homes of Virginia, Inc. (Incorporated by reference to Exhibit 3.36 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.37	Bylaws of Fleetwood Homes of Virginia, Inc., with amendments thereto. (Incorporated by reference to Exhibit 3.37 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.38	Articles of Incorporation of Fleetwood Homes of Washington, Inc., with amendments thereto. (Incorporated by reference to Exhibit 3.38 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.39	Bylaws of Fleetwood Homes of Washington, Inc. (Incorporated by reference to Exhibit 3.39 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.40	Articles of Incorporation of Fleetwood International, Inc. (Incorporated by reference to Exhibit 3.40 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.41	Bylaws of Fleetwood International, Inc. (Incorporated by reference to Exhibit 3.41 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.42	Articles of Amalgamation of Fleetwood Canada Ltd. (Incorporated by reference to Exhibit 3.42 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.43	Bylaws of Fleetwood Canada Ltd. (Incorporated by reference to Exhibit 3.43 of the Registration Statement on Form S-4 filed October 30, 2008.)

II-5

EXHIBIT NUMBER		DESCRIPTION
	3.44	Articles of Incorporation of Fleetwood Motor Homes of California, Inc. (f/k/a Selgran, Inc. and Pace Arrow, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.44 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.45	Bylaws of Fleetwood Motor Homes of California, Inc. (f/k/a Pace Arrow, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.45 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.46	Articles of Incorporation of Fleetwood Motor Homes of Indiana, Inc. (f/k/a Pace Arrow of Indiana, Inc.) with amendments thereto. (Incorporated by reference to Exhibit 3.46 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.47	Bylaws of Fleetwood Motor Homes of Indiana, Inc. (f/k/a Pace Arrow of Indiana, Inc.). (Incorporated by reference to Exhibit 3.47 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.48	Articles of Incorporation of Fleetwood Motor Homes of Pennsylvania, Inc. (f/k/a Fleetwood Trailer Co. of PA, Inc. and Fleetwood Homes of PA, Inc.) (Incorporated by reference to Exhibit 3.48 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.49	Bylaws of Fleetwood Motor Homes of Pennsylvania, Inc. (Incorporated by reference to Exhibit 3.49 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.50	Articles of Incorporation of Fleetwood Travel Trailers of California, Inc. (f/k/a Prowler Industries, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.50 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.51	Bylaws of Fleetwood Travel Trailers of California, Inc. (f/k/a Prowler Industries, Inc.). (Incorporated by reference to Exhibit 3.51 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.52	Articles of Incorporation of Fleetwood Travel Trailers of Indiana, Inc. (f/k/a Festival Homes of Indiana, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.52 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.53	Bylaws of Fleetwood Travel Trailers of Indiana, Inc. (f/k/a/ Festival Homes of Indiana, Inc.). (Incorporated by reference to Exhibit 3.53 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.54	Articles of Incorporation of Fleetwood Travel Trailers of Kentucky, Inc. (Incorporated by reference to Exhibit 3.54 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.55	Bylaws of Fleetwood Travel Trailers of Kentucky, Inc. (Incorporated by reference to Exhibit 3.55 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.56	Articles of Incorporation of Fleetwood Travel Trailers of Maryland, Inc. (f/k/a Prowler Industries of Maryland, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.56 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.57	Bylaws of Fleetwood Travel Trailers of Maryland, Inc. (f/k/a Prowler Industries of Maryland, Inc.). (Incorporated by reference to Exhibit 3.57 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.58	Articles of Incorporation of Fleetwood Travel Trailers of Ohio, Inc. (f/k/a Terry Industries of Ohio, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.58 of the Registration Statement on Form S-4 filed October 30, 2008.)

II-6

EXHIBIT NUMBER		DESCRIPTION
	3.59	Bylaws of Fleetwood Travel Trailers of Ohio, Inc. (f/k/a Terry Industries of Ohio, Inc.). (Incorporated by reference to Exhibit 3.59 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.60	Articles of Incorporation of Fleetwood Travel Trailers of Oregon, Inc. (f/k/a Terry Industries of Oregon, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.60 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.61	Bylaws of Fleetwood Travel Trailers of Oregon, Inc. (f/k/a Terry Industries of Oregon, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.61 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.62	Articles of Incorporation of Fleetwood Travel Trailers of Texas, Inc. (f/k/a Prowler Industries of Texas, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.62 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.63	Bylaws of Fleetwood Travel Trailers of Texas, Inc. (f/k/a Prowler Industries of Texas, Inc.). (Incorporated by reference to Exhibit 3.63 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.64	Articles of Incorporation of Gold Shield, Inc. (f/k/a Armada Manufacturing Company and Gold Shield Fiberglass, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.64 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.65	Bylaws of Gold Shield, Inc. (f/k/a Armada Manufacturing Company and Gold Shield Fiberglass, Inc.). (Incorporated by reference to Exhibit 3.65 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.66	Articles of Incorporation of Gold Shield of Indiana, Inc. (f/k/a Gold Shield Fiberglass of Indiana, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.66 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.67	Bylaws of Gold Shield of Indiana, Inc. (f/k/a Gold Shield Fiberglass of Indiana, Inc.), with amendments thereto. (Incorporated by reference to Exhibit 3.67 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.68	Articles of Incorporation of Hauser Lake Lumber Operations, Inc. (f/k/a Armada Manufacturing of Idaho), with amendments thereto. (Incorporated by reference to Exhibit 3.68 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.69	Bylaws of Hauser Lake Lumber Operations, Inc. (f/k/a Armada Manufacturing of Idaho). (Incorporated by reference to Exhibit 3.69 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.70	Articles of Incorporation of Continental Lumber Products, Inc. (Incorporated by reference to Exhibit 3.70 of the Registration Statement on Form S-4 filed October 30, 2008.)
	3.71	Bylaws of Continental Lumber Products, Inc. (Incorporated by reference to Exhibit 3.71 of the Registration Statement on Form S-4 filed October 30, 2008.)
	4.5	Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 29, 2001.)

II-7

EXHIBIT NUMBER		DESCRIPTION
	4.6	Amended and Restated Declaration of Trust of Fleetwood Capital Trust dated as of February 10, 1998, by and among Fleetwood Enterprises, Inc. and individual trustees of the Trust. (Incorporated by reference to our Registration Statement on Form S-4 filed on April 9, 1998.)
	4.7	Indenture dated as of February 10, 1998, by and between Fleetwood Enterprises, Inc. and The Bank of New York, as Trustee, used in connection with Fleetwood Enterprises, Inc.'s 6% Convertible Subordinated Debentures due 2028. (Incorporated by reference to our Registration Statement on Form S-4 filed on April 9, 1998.)
	4.8	Preferred Securities Guarantee Agreement dated as of February 10, 1998, by and between Fleetwood Enterprises, Inc. and The Bank of New York, as preferred guarantee trustee. (Incorporated by reference to Fleetwood's Registration Statement on Form S-4 filed April 9, 1998.)
	4.9	Indenture dated as of December 22, 2003 between Fleetwood and The Bank of New York, as trustee. (Incorporated by reference to our Current Report on Form 8-K filed on December 22, 2003.)
	4.10	Form of Indenture relating to 14% Senior Secured Notes due 2011, by and between Fleetwood Enterprises, Inc., the Guarantors and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent.
	4.11	Form of Senior Secured Note due 2011. (included in Exhibit 4.10.)
	5.1	Opinion of Gibson, Dunn & Crutcher LLP.
	8.1	Tax Opinion of Gibson, Dunn & Crutcher, LLP. (Incorporated by reference to Exhibit 8.1 of Amendment No. 2 to our Registration Statement on Form S-4 filed December 3, 2008.)
	10.1	Form of employment agreement between Fleetwood and senior executive officers. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 29, 2001.)*
	10.2	Form of employment agreement re: change in control between Fleetwood and senior officers. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 29, 2001.)*
	10.3	Amended and Restated Deferred Compensation Plan. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 28, 1996.)*
	10.4	Amended and Restated Supplemental Benefit Plan. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 28 1996.)*
	10.5	2005 Deferred Compensation Plan. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended January 23, 2005.)*
	10.6	Amended and Restated Benefit Restoration Plan. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 28 1996.)*
	10.7	Amended and Restated 1992 Stock-Based Incentive Compensation Plan. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended January 25, 2004.)*
	10.8	Amended and Restated 1992 Non-Employee Director Stock Option Plan. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended January 25, 2004.)*

II-8

EXHIBIT NUMBER		DESCRIPTION
	10.9	Securities Purchase Agreement, dated as of July 26, 2006. (Incorporated by reference to our Current Report on Form 8-K filed on July 28, 2006.)
	10.10	Description of amendments to terms of certain executive compensation. (Incorporated by reference to our Current Report on Form 8-K filed on May 19, 2005.)*
	10.11	Description of amendments to terms of certain executive compensation. (Incorporated by reference to our Current Report on Form 8-K filed on December 17, 2004.)*
	10.12	Alternative Form Non-Qualified Stock Option Agreement for 1992 Stock-Based Incentive Compensation Plan. (Incorporated by reference to our Current Report on Form 8-K filed on September 16, 2004.)*
	10.13	Employment agreement between Fleetwood and Elden L. Smith as of March 8, 2005. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 24, 2005.)*
	10.14	Description of Director cash compensation. (Incorporated by reference to our Current Report on Form 8-K filed on September 16, 2004.)*
	10.15	Elden L. Smith Stock Option Plan and Agreement. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 24, 2005.)*
	10.16	Form of Employment Agreement between Fleetwood and certain senior executive officers, adopted July 2002. (Incorporated by reference to our Annual Report on Form 10-K for the year ended April 28, 2002.)*
	10.17	Form Non-Qualified Stock Option Agreement for 1992 Non-Employee Director Stock Option Plan. (Incorporated by reference to our Current Report on Form 8-K filed on September 16, 2004.)*
	10.18	2002 Long-Term Performance Plan. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended October 27, 2002.)*
	10.19	Form Non-Qualified Stock Option Agreement for 1992 Stock Incentive Compensation Plan. (Incorporated by reference to our Current Report on Form 8-K filed on September 16, 2004.)*
	10.20	Form of indemnification agreement for Fleetwood's officers. (Incorporated by reference to our Current Report on Form 8-K filed on May 18, 2006.)*
	10.21	Form of indemnification agreement for Fleetwood's directors. (Incorporated by reference to our Current Report on Form 8-K filed on May 18, 2006.)*
	10.22	2005 Senior Executive Short-Term Incentive Compensation Plan. (Incorporated by reference to Exhibit A to our Definitive Proxy Statement filed on August 12, 2005.)*
	10.23	Amendment to Amended and Restated 1992 Stock-Based Incentive Compensation Plan. (Incorporated by reference to our Current Report on Form 8-K filed on June 15, 2006.)*
	10.24	Fleetwood Enterprises, Inc. 2007 Stock Incentive Plan. (Incorporated by reference to our Current Report on Form 8-K filed on September 19, 2007.)*
	10.25	Fleetwood Enterprises, Inc. form of Restricted Stock Award Agreement dated September 13, 2007. (Incorporated by reference to our Current Report on Form 8-K filed on September 19, 2007.) *

II-9

EXHIBIT NUMBER		DESCRIPTION
	10.26	Form of executive officer employment agreement. (Incorporated by reference to our Current Report on Form 8-K filed on January 24, 2007.)*
	10.27	Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent. (Incorporated by reference to our Current Report on Form 8-K filed on January 11, 2007.)
	10.28	First Amendment, dated as of May 25, 2007, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings,  Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to our Current Report on Form 8-K filed on May 31, 2007.)
	10.29	Second Amendment, dated as of September 18, 2007, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on September 20, 2007.)
	10.30	Third Amendment, dated as of January 15, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on January 17, 2008.)
	10.31	Fourth Amendment, dated as of March 5, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings,  Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.5 in our Current Report on Form 10-Q filed on March 6, 2008.)
	10.32	Fifth Amendment, dated as of May 25, 2007, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings,  Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on April 15, 2008.)
	10.33	Sixth Amendment, dated as of April 24, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings,  Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on April 30, 2008.)

II-10

EXHIBIT NUMBER		DESCRIPTION
	10.34	Seventh Amendment, dated as of August 6, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings,  Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on August 8, 2008.)
	10.35	Eighth Amendment, dated as of October 21, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on October 27, 2008.)
	10.36	Ninth Amendment, dated as of October 29, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on October 30, 2008.)
	10.37	Tenth Amendment, dated as of November 26, 2008, to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of January 5, 2007, among Fleetwood Enterprises, Inc., Fleetwood Holdings, Inc. and its subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent for the lenders. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on December 2, 2008.)
	10.38	Promissory note dated August 22, 2008 by Fleetwood Motor Homes of California, Inc., and Fleetwood Homes of California, Inc. in favor of Isis Lending, LLC in the amount of $27,250,000. (Incorporated by reference to Exhibit 10.1 in our Quarterly Report on Form 10-Q for the period ended July 27, 2008. (Exhibits to the promissory note have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Fleetwood will furnish supplementally a copy of any omitted exhibit to the Securities and Exchange Commission upon request.).)
	10.39	Form of Intercreditor Agreement among Fleetwood Enterprises, Inc., the Obligators from time to time party thereto, Bank of America, N.A., as Priority Lien Collateral Agent and Deutsche Bank Trust Company Americas, as Trustee under the Indenture and as Collateral Agent.
	10.40	Guaranty by Fleetwood Enterprises, Inc. of promissory note dated August 22, 2008 by Fleetwood Motor Homes of California, Inc., and Fleetwood Homes of California, Inc. in favor of Isis Lending,  LLC in the amount of $27,250,000. (Incorporated by reference to Exhibit 10.2 in our Quarterly Report on Form 10-Q for the period ended July 27, 2008.)
	10.41	Form of executive officer employment agreement (amending 2001 form). (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on November 16, 2007.)*
	10.42	Form of executive officer employment agreement (amending post-2001 form). (Incorporated by reference to Exhibit 10.2 in our Current Report on Form 8-K filed on November 16, 2007.)*

II-11

EXHIBIT NUMBER		DESCRIPTION
	10.43	Form of executive officer change-in-control agreement. (Incorporated by reference to Exhibit 10.3 in our Current Report on Form 8-K filed on November 16, 2007.)*
	11.1	Statement re: Computation of Per Share Earnings. All information required by Exhibit 11 is presented on the face of the Statement of Operations and in Note 2 of our Consolidated Financial Statements (in accordance with the provisions of SFAS No. 128) included in our Current Report on Form 8-K filed on November 28, 2008 and our Current Report on Form 10-Q filed on December 4, 2008, which are incorporated herein by this reference.
	12.1	Statement re: Computation of Ratio of Earnings to Fixed Charges.
	13.1	Annual Report on Form 10-K for the year ended April 27, 2008. (Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended April 27, 2008, filed on July 10, 2008.)
	13.2	Quarterly Report on Form 10-Q for the quarter ended July 27, 2008. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended July 27, 2008, filed on September 3, 2008.)
	13.3	Quarterly Report on Form 10-Q for the quarter ended October 26, 2008. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended October 26, 2008, filed on December 4, 2008.)
	15.1	Letter of Acknowledgment of Use on Unaudited Interim Financial Information.
	21.1	Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 21 in our Annual Report on Form 10-K filed on July 10, 2008.)
	23.1	Consent of Independent Registered Public Accounting Firm.
	23.2	Consent of Gibson, Dunn & Crutcher LLP. (included in Exhibit 5.1.)
	23.3	Consent of Gibson, Dunn & Crutcher LLP. (included in Exhibit 8.1.)
	24.1	Powers of Attorney (included on signature pages to Registration Statement on Form S-4 filed October 30, 2008.)
	25.1	Form T-1 Statement of Eligibility of Trustee under the Indenture.
	99.1	Form of Letter of Transmittal. (Incorporated by reference to Exhibit 99.1 of the Registration Statement on Form S-4 filed October 30, 2008.)
	99.2	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (Incorporated by reference to Exhibit 99.2 of the Registration Statement on Form S-4 filed October 30, 2008.)
	99.3	Form of Notice of Guaranteed Delivery. (Incorporated by reference to Exhibit 99.3 of the Registration Statement on Form S-4 filed October 30, 2008.)
	99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (Incorporated by reference to Exhibit 99.4 of the Registration Statement on Form S-4 filed October 30, 2008.)
	99.5	Form of Letter to Clients. (Incorporated by reference to Exhibit 99.5 of the Registration Statement on Form S-4 filed October 30, 2008.)

*

Management contract or compensatory plan or arrangement.

II-12

Item 22.    Undertakings

        1.     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        2.     The undersigned registrant hereby undertakes:

        (1)   to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act;

         (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amend) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

        (4)   That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

II-13

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser; and

        (5)   That for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        3.     The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        4.     The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        5.     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD ENTERPRISES, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas B. Pitcher	Chairman of the Board	December 5, 2008
/s/ ELDEN L. SMITH Elden L. Smith	President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths	Senior Vice President—Chief Financial Officer (Principal Financial Officer)	December 5, 2008
* James F. Smith	Vice President—Controller (Principal Accounting Officer)	December 5, 2008
* Paul D. Borghesani	Director	December 5, 2008
* Loren K. Carroll	Director	December 5, 2008
* Margaret S. Dano	Director	December 5, 2008

S-1

Signature		Title	Date
* James L. Doti		Director	December 5, 2008
* David S. Engelman		Director	December 5, 2008
* J. Michael Hagan		Director	December 5, 2008
* John T. Montford		Director	December 5, 2008
* Daniel D. Villanueva		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-2

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOLDINGS, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD GENERAL PARTNER OF TEXAS, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES INVESTMENT, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD CANADA LTD.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Senior Vice President, General Counsel and Secretary and Director	December 5, 2008
* Brian Westlake		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF ARIZONA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF CALIFORNIA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF FLORIDA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF GEORGIA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF IDAHO, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF INDIANA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF KENTUCKY, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF NORTH CAROLINA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF OREGON, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF PENNSYLVANIA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF TENNESSEE, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF TEXAS, L.P.
By:	FLEETWOOD GENERAL PARTNER OF TEXAS, INC., its General Partner
	By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF VIRGINIA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD HOMES OF WASHINGTON, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD INTERNATIONAL, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD MOTOR HOMES OF CALIFORNIA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD MOTOR HOMES OF INDIANA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD MOTOR HOMES OF PENNSYLVANIA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD TRAVEL TRAILERS OF CALIFORNIA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD TRAVEL TRAILERS OF INDIANA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD TRAVEL TRAILERS OF KENTUCKY, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD TRAVEL TRAILERS OF MARYLAND, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD TRAVEL TRAILERS OF OHIO, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD TRAVEL TRAILERS OF OREGON, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

FLEETWOOD TRAVEL TRAILERS OF TEXAS, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

GOLD SHIELD, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

GOLD SHIELD OF INDIANA, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

HAUSER LAKE LUMBER OPERATIONS, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Fleetwood Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on this 5^th day of December, 2008.

CONTINENTAL LUMBER PRODUCTS, INC.
By:	/s/ ELDEN L. SMITH Elden L. Smith President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ ELDEN L. SMITH Elden L. Smith		President and Chief Executive Officer, Director (Principal Executive Officer)	December 5, 2008
/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths		Senior Vice President—Chief Financial Officer, Director (Principal Financial and Accounting Officer)	December 5, 2008
* Leonard J. McGill		Director	December 5, 2008
* Lyle N. Larkin		Director	December 5, 2008
*By:	/s/ ANDREW M. GRIFFITHS Andrew M. Griffiths Attorney- in- fact		December 5, 2008

S-35

QuickLinks

TABLE OF ADDITIONAL REGISTRANTS
FORWARD-LOOKING STATEMENTS
QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFER
SUMMARY
RISK FACTORS
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
USE OF PROCEEDS
RATIOS OF EARNINGS TO FIXED CHARGES
PRICE RANGE OF COMMON STOCK
DIVIDEND POLICY
BOOK VALUE PER SHARE
ACCOUNTING TREATMENT
CAPITALIZATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THE CREDIT FACILITY AMENDMENT
THE EXCHANGE OFFER
DESCRIPTION OF THE NEW NOTES
DESCRIPTION OF CAPITAL STOCK
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
EXPERTS
VALIDITY OF SECURITIES
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification Of Officers And Directors.
Item 21. Exhibits and Financial Statement Schedules
Item 22. Undertakings

SIGNATURES

EX-4.10

Exhibit 4.10

FLEETWOOD ENTERPRISES, INC.

14% Senior Secured Securities due 2011

INDENTURE

Dated as of [                ]

DEUTSCHE BANK TRUST COMPANY AMERICAS

Trustee

TABLE OF CONTENTS

		Page
ARTICLE I Definitions and Incorporation by Reference		1
Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	20
Section 1.03.	Incorporation by Reference of TIA	20
Section 1.04.	Rules of Construction	21
ARTICLE II The Securities		22
Section 2.01.	Form, Dating and Denominations	22
Section 2.02.	Execution and Authentication; Additional Securities	22
Section 2.03.	Registrar and Paying Agent	24
Section 2.04.	Paying Agent to Hold Money in Trust	25
Section 2.05.	Holder Lists	25
Section 2.06.	Replacement Securities	25
Section 2.07.	Outstanding Securities	26
Section 2.08.	Temporary Securities	26
Section 2.09.	Cancellation	26
Section 2.10.	CUSIP Numbers	27
Section 2.11.	Registration, Transfer and Exchange	27
Section 2.12.	Defaulted Interest	29
Section 2.13.	Issuance of Additional Securities	30
ARTICLE III Redemption		30
Section 3.01.	Notices to Trustee	30
Section 3.02.	Selection	30
Section 3.03.	Notice	31
Section 3.04.	Effect of Notice of Redemption	31
Section 3.05.	Deposit of Redemption Price	32
Section 3.06.	Securities Redeemed in Part	32
Section 3.07.	Optional Redemption	32
Section 3.08.	No Sinking Fund	32
Section 3.09.	Repurchase Offers	32
ARTICLE IV Covenants		35
Section 4.01.	Payment of Securities	35
Section 4.02.	SEC and Other Reports	35
Section 4.03.	Incurrence of Debt and Issuance of Preferred Stock	36
Section 4.04.	Restricted Payments	40
Section 4.05.	Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries	41
Section 4.06.	Asset Sales	42

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		Page
Section 4.07.	Event of Loss	44
Section 4.08.	Transactions with Affiliates	46
Section 4.09.	Change of Control	47
Section 4.10.	Compliance Certificates; Recordings and Opinions	48
Section 4.11.	Liens	48
Section 4.12.	Additional Security Guarantees	48
Section 4.13.	Permitted Businesses	49
Section 4.14.	Payments for Consent	49
Section 4.15.	Payment of Taxes	49
Section 4.16.	Limitation on Sale and Leaseback Transactions	49
Section 4.17.	Legal Existence and Good Standing	50
Section 4.18.	Compliance with Laws	50
Section 4.19.	Amendments to Existing Credit Facilities	50
ARTICLE V MERGERS, CONSOLIDATION ETC.		50
Section 5.01.	Merger, Consolidation, or Sale of All or Substantially All Assets	50
Section 5.02.	Merger or Consolidation of a Guarantor	51
ARTICLE VI Defaults and Remedies		52
Section 6.01.	Events of Default and Remedies	52
Section 6.02.	Acceleration	54
Section 6.03.	Other Remedies	55
Section 6.04.	Waiver of Past Defaults	55
Section 6.05.	Control by Majority	55
Section 6.06.	Limitation on Suits	56
Section 6.07.	Rights of Holders to Receive Payment	56
Section 6.08.	Collection Suit by Trustee	56
Section 6.09.	Trustee May File Proofs of Claim	56
Section 6.10.	Priorities	57
Section 6.11.	Undertaking for Costs	57
Section 6.12.	Waiver of Usury Stay or Extension Laws	57
ARTICLE VII Trustee		58
Section 7.01.	Duties of Trustee	58
Section 7.02.	Rights of Trustee	59
Section 7.03.	Individual Rights of Trustee	60
Section 7.04.	Trustee’s Disclaimer	60
Section 7.05.	Notice of Defaults	61
Section 7.06.	Reports by Trustee to Holders	61
Section 7.07.	Compensation and Indemnity	61
Section 7.08.	Replacement of Trustee	62
Section 7.09.	Successor Trustee by Merger, Etc.	63
Section 7.10.	Eligibility; Disqualification	63

ii

		Page
Section 7.11.	Preferential Collection of Claims Against Issuer	63
ARTICLE VIII Discharge of Indenture; Defeasance		64
Section 8.01.	Legal Defeasance and Covenant Defeasance	64
Section 8.02.	Conditions to Legal or Covenant Defeasance	65
Section 8.03.	Satisfaction and Discharge of Indenture	66
Section 8.04.	Deposited Money and Government Notes to be Held in Trust; Other Miscellaneous Provisions	67
Section 8.05.	Repayment to Issuer	67
Section 8.06.	Reinstatement	68
ARTICLE IX Amendments		68
Section 9.01.	Without Consent of Holders	68
Section 9.02.	With Consent of Holders	69
Section 9.03.	Compliance with TIA	70
Section 9.04.	Revocation and Effect of Consents and Waivers	70
Section 9.05.	Notation on or Exchange of Securities	70
Section 9.06.	Trustee to Sign Amendments	70
ARTICLE X Collateral and Security		71
Section 10.01.	Collateral Documents	71
Section 10.02.	Collateral Agent	71
Section 10.03.	Authorization of Actions to be Taken	72
Section 10.04.	Maintenance of Collateral	73
Section 10.05.	Further Assurances	74
Section 10.06.	Real Estate Mortgages and Filings	74
Section 10.07.	Impairment of Security Interest	75
Section 10.08.	After-Acquired Property	75
Section 10.09.	Substitution of Collateral	75
Section 10.10.	Release of Liens	77
ARTICLE XI Security Guarantees		80
Section 11.01.	Security Guarantees	80
Section 11.02.	Limitation on Liability; Release	81
Section 11.03.	Successors and Assigns	82
Section 11.04.	No Waiver	82
Section 11.05.	Modification	82
ARTICLE XII Subordination of the Security Guarantees		82
Section 12.01.	Agreement to Subordinate	82
Section 12.02.	Liquidation, Dissolution, Bankruptcy	83
Section 12.03.	Default on Designated Senior Debt of a Guarantor	83

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		Page
Section 12.04.	Demand for Payment	84
Section 12.05.	When Distribution Must Be Paid Over	84
Section 12.06.	Subrogation	85
Section 12.07.	Relative Rights	85
Section 12.08.	Subordination May Not Be Impaired by a Guarantor	85
Section 12.09.	Rights of Trustee and Paying Agent	85
Section 12.10.	Distribution or Notice to Representative	86
Section 12.11.	Article XII Not to Prevent Events of Default or Limit Right to Accelerate	86
Section 12.12.	Trustee Entitled To Rely	86
Section 12.13.	Trustee To Effectuate Subordination	86
Section 12.14.	Trustee Not Fiduciary for Holders of Designated Senior Debt of a Guarantor	87
Section 12.15.	Reliance by Holders of Designated Senior Debt of a Guarantor on Subordination Provisions	87
ARTICLE XIII Miscellaneous		87
Section 13.01.	TIA Controls	87
Section 13.02.	Notices	87
Section 13.03.	Communication by Holders with Other Holders	88
Section 13.04.	Certificate and Opinion as to Conditions Precedent	88
Section 13.05.	Statements Required in Certificate or Opinion	89
Section 13.06.	When Securities Disregarded	89
Section 13.07.	Rules by Trustee, Paying Agent and Registrar	89
Section 13.08.	Legal Holidays	89
Section 13.09.	GOVERNING LAW; WAIVER OF JURY TRIAL	90
Section 13.10.	No Recourse Against Others	90
Section 13.11.	Further Instruments and Acts	90
Section 13.12.	Successors	90
Section 13.13.	Multiple Originals	90
Section 13.14.	Table of Contents; Headings	90
Section 13.15.	Severability	90
Section 13.16.	No Adverse Interpretation of Other Agreements	90
Section 13.17.	U.S.A. Patriot Act	90
SCHEDULE A – DEBT EXISTING ON THE ISSUE DATE
SCHEDULE B – ASSETS HELD FOR SALE
SCHEDULE C – LIFE INSURANCE POLICIES
EXHIBIT A – FORM OF INITIAL SECURITY OR INITIAL ADDITIONAL SECURITY
EXHIBIT B – DTC LEGEND
EXHIBIT C – FORM OF SUPPLEMENTAL INDENTURE

iv

CROSS-REFERENCE TABLE

TIA Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N/A
	(a)(4)	N/A
	(b)	7.08; 7.10
	(c)	N/A
311	(a)	7.11
	(b)	7.11
	(c)	N/A
312	(a)	2.05
	(b)	13.03
	(c)	13.03
313	(a)	7.06
	(b)(1)	N/A
	(b)(2)	7.06
	(c)	13.02
	(d)	7.06
314	(a)	4.02; 4.10
	(b)	N/A
	(c)(1)	13.04
	(c)(2)	13.04
	(c)(3)	13.04
	(d)	N/A
	(e)	13.05
	(f)	N/A
315	(a)	7.01
	(b)	7.05; 13.02
	(c)	7.01
	(d)	7.01
	(e)	6.11
316	(a) (last sentence)	13.06
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N/A
	(b)	6.07
317	(a)(1)	6.08
	(a)(2)	6.09
	(b)	2.04
318	(a)	13.01

N/A means Not Applicable

Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

v

INDENTURE dated as of [           ], among FLEETWOOD ENTERPRISES, INC., a DELAWARE corporation (the “Issuer”), its Subsidiaries listed on the signature pages hereof as initial guarantors (each an “Initial Guarantor”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (the “Trustee”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Collateral Agent (together with any successor acting in such capacity, the “Collateral Agent”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Issuer’s 14% Senior Secured Securities due 2011 issued on the Issue Date, (ii) any Additional Securities (as defined herein) that may be issued from time to time after the Issue Date:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.

“1998 Subordinated Debentures” means the Issuer’s 6% Convertible Subordinated Debentures due February 15, 2028 in the original principal amount of $296,400,000.

“2003 Subordinated Debentures” means $100,000,000 in original principal amount of unsecured, convertible senior subordinated debentures issued by the Issuer on December 22, 2003.

“Additional Securities” means any Securities issued under this Indenture in addition to the Initial Securities having the same terms in all respects as the Initial Securities except that interest will accrue on the Additional Securities from their issue date.

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or which owns, directly or indirectly, ten percent (10%) or more of the outstanding equity interest of such Person.  A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

“After-Acquired Property” means First Lien After-Acquired Property and Second Lien After-Acquired Property.

“Agent Member” means a member of, or a participant in, the Depositary.

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Issuer or any of its Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Issuer or a Guarantor of (A) any Capital Stock of any Subsidiary of the Issuer; or (B) any other property or assets of the Issuer or any Subsidiary of the Issuer; provided, however, that Asset Sales shall not include:

(1)sales or other dispositions of Inventory in the ordinary course of business;

(2)sales, trade-ins, exchanges or other dispositions of Equipment in the ordinary course of business that is obsolete or no longer usable by the Issuer or any of its Subsidiaries in its business with an orderly liquidation value not to exceed $5,000,000 in any fiscal year;

(3)sales, trade-ins, exchanges or other dispositions of assets by the Issuer or any of its Subsidiaries (other than First Lien Collateral or Second Lien Collateral) with an orderly liquidation value not to exceed $5,000,000 in the aggregate;

(4)the winding-up or dissolution of an Inactive Subsidiary or an Excluded Subsidiary;

(5)a Sale and Leaseback Transaction permitted by the terms of this Indenture;

(6)the sale, lease, conveyance, disposition or other transfer of Assets Held For Sale;

(7)sales or grants of licenses to use the patents, trade secrets, know-how and other intellectual property of the Issuer or any of its Subsidiaries in accordance with industry practice in the ordinary course of business to the extent that such license does not prohibit the Issuer or any of its Subsidiaries from using the technologies licensed or require the Issuer or any of its Subsidiaries to pay any fees for any such use;

(8)the sale, lease, conveyance, disposition or other transfer: of all or substantially all of the assets of the Issuer as permitted by Section 5.01;

(9)the sale, lease, conveyance, disposition or other transfer of any Capital Stock or other ownership interest in or assets or property of a Person which is not a Subsidiary, pursuant to any foreclosure of assets or other remedy provided by applicable law to a creditor of the Issuer or any of its Subsidiaries with a Lien on such assets, which Lien is a Permitted Lien; provided that such foreclosure or other remedy is conducted in a commercially reasonable manner or in accordance with any bankruptcy law, involving only Cash Equivalents or Inventory in the ordinary course of business or obsolete or worn out property or property that is no longer useful in the conduct of the business of the Issuer or its Subsidiaries in the ordinary course of business consistent with past practices of the Issuer or such Subsidiary, or including only the lease or sublease of any real or personal property in the ordinary course of business;

(10)Events of Loss;

(11)the consummation of any transaction in accordance with Section 4.04; and

(12)the making of a Permitted Investment (other than a Permitted Investment to the extent such transaction results in the receipt of cash or Cash Equivalents by the Issuer or any of its Subsidiaries.

“Assets Held For Sale” means those certain assets or properties defined as “Assets Held for Sale” under the Existing Credit Facilities, as in effect on the Ninth Amendment Effective Date, and set forth in Schedule B to this Indenture.

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“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessee, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Authenticating Agent” refers to a Person engaged to authenticate the Securities in the stead of the Trustee.

“Bank Products” means any one of the following types of services or facilities extended to the Issuer or any of its Subsidiaries by a lender or agent under Credit Facilities, or any of its Affiliates in reliance on the agreement of such lender or agent under Credit Facilities to indemnify such Affiliate: (i) credit cards, (ii) any cash management or related services, including the automatic clearinghouse transfer of funds by such lender or agent under Credit Facilities for the account of any of the Issuer and its Subsidiaries pursuant to agreement or overdrafts, (iii) cash management, including controlled disbursement services; and (iv) Hedge Agreements.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).

“Beneficial Owner,” “Beneficially Own” and “Beneficial Ownership” have the meanings assigned to such terms in Rule 13d-3 and Rule 13d-5, under the Exchange Act, except that in calculating the Beneficial Ownership of any particular “person” or “group”, as such terms are used in Section 13(d)(3) of the Exchange Act, such person or group shall be deemed to have beneficial ownership of all shares of Capital Stock that such person or group has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“Board of Directors” means, with respect to any Person, the board of directors (or any body performing similar functions) of such Person, or (except if used in the definition of “Change of Control”) any authorized committee of the board of directors (or such body) of such Person.

“Borrowing Base” means the “Borrowing Base” as such term is defined in the Existing Credit Facilities, as the same may be modified in accordance with Section 4.19, provided, that, without duplication of any increase to the Borrowing Base as a result of amendments contemplated by the proviso under Section 4.19, for purposes of calculating the Borrowing Base, the Borrowing Base shall be increased (without modification of the definition thereof in the Existing Credit Facilities) by an amount of cash, not to exceed the aggregate undrawn face amount of all letters of credit issued under Credit Facilities outstanding on any relevant calculation date, so long as such cash is held in a deposit account subject to a control agreement or other similar agreement prohibiting the release of cash therefrom without the consent of the agent under the applicable Credit Facilities.

“Business Day” means any day that is not a Saturday, Sunday, or a day on which banks in Los Angeles, California, New York, New York or Charlotte, North Carolina are required or permitted to be closed.

3

“Capital Lease” of a Person means any lease of property by such Person which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of such Person.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock or other equity interests, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights, options to purchase or other rights to acquire any of the foregoing (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Capitalized Lease Obligation” means, as to any person, the obligations of such person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Cash Equivalents” means:

(1)a marketable obligation, maturing within two years after issuance thereof, issued or guaranteed by the United States or an instrumentality or agency thereof;

(2)a certificate of deposit or banker’s acceptance, maturing within one year after issuance thereof, issued by any lender under the Credit Facilities, or a national or state bank or trust company or a European, Canadian or Japanese bank, in each case having capital and surplus of at least $100,000,000 (provided that the aggregate face amount of all Investments in certificates of deposit or bankers’ acceptances issued by the principal offices of or branches of such European or Japanese banks located outside the United States of America shall not at any time exceed 33% of all Investments described in this definition);

(3)open market commercial paper, maturing within 270 days after issuance thereof, which has a rating of A1 or better by S&P or P1 or better by Moody’s, or the equivalent rating by any other nationally recognized rating agency;

(4)repurchase agreements and reverse repurchase agreements with a term not in excess of one year with any financial institution which has been elected a primary Government Notes dealer by the Federal Reserve Board or whose securities are rated AA or better by S&P or Aa3 or better by Moody’s or the equivalent rating by any other nationally recognized rating agency relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America;

(5)“Money Market” preferred stock maturing within six months after issuance thereof or municipal bonds issued by a corporation organized under the laws of any state of the United States, which has a rating of “A” or better by S&P or Moody’s or the equivalent rating by any other nationally recognized rating agency;

4

(6)tax exempt floating rate option tender bonds backed by letters of credit issued by a national or state bank whose long-term unsecured debt has a rating of AA or better by S&P or Aa2 or better by Moody’s or the equivalent rating by any other nationally recognized rating agency; and

(7)shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody’s or any other mutual fund holding assets consisting (except for de minimis amounts) of the type specified in clauses (1) through (6) above.

“Certificated Security” means a Security in registered individual form without interest coupons.

“Change of Control” means the occurrence of any of the following events:

(1)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Issuer and its subsidiaries, taken as a whole, to any person other than the Issuer or a direct or indirect subsidiary of the Issuer;

(2)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d) and Section 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Issuer or other Voting Stock into which the Issuer’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(3)the Issuer consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Issuer outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; or

(4)the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors;

provided, however, that a transaction shall not be deemed to involve a Change of Control under clause (1) or (2) above if: (i) the Issuer becomes a direct or indirect wholly-owned subsidiary of a holding company or a holding company becomes the successor to the Issuer and (ii) the direct or indirect holders of the Voting Stock of such

5

holding company immediately following that transaction are substantially the same as the holders of the Issuer’s Voting Stock immediately prior to that transaction.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all First Lien Collateral and Second Lien Collateral.

“Collateral Account” means the collateral account established in accordance with the Collateral Documents in the name of the Collateral Agent for the benefit of the Holders of Securities.

“Collateral Agent’s Liens” means the Liens in the Collateral granted to the Collateral Agent, for the benefit of the Holders, the Trustee and the Collateral Agent pursuant to the Collateral Documents.

“Collateral Documents” means any account control agreements, the mortgages, deeds of trust and other documents, as the same may be amended, supplemented or otherwise modified from time to time, pursuant to which Collateral is pledged, assigned or granted to or on behalf of the Collateral Agent for the ratable benefit of the Holders of the Securities and the Trustee or notice of such pledge, assignment or grant is given.

“COLI Policies” means company-owned life insurance policies entered into in the ordinary course of business and consistent with past practice.

“Commission” means the Securities and Exchange Commission or any successor agency.

“Continuing Director” means, as of any date of determination, any member of the board of directors of the Issuer who:

(1)was a member of such board of directors on the date hereof; or

(2)was nominated for election, elected or appointed to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of a proxy statement of the Issuer in which such member was named as a nominee for election as a director, without objection to such nomination).

“Corporate Trust Office” means the office of the Trustee specified in Section 13.02 or any other office specified by the Trustee from time to time pursuant to such Section.

“Credit Facilities” means, with respect to the Issuer and its Subsidiaries, one or more credit facilities agented by a lending institution (including the Existing Credit Facilities), as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time with an asset-backed lending credit facility agented by a commercial bank or other financial institution.

“Debt” means, with respect to any Person and without duplication, all liabilities, obligations and indebtedness of such Person to any other Person, of any kind or nature, now or

6

hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed or otherwise, consisting of indebtedness for borrowed money or the deferred purchase price of property, excluding trade payables incurred in the ordinary course of business, but including (a) all Obligations under Credit Facilities; (b) all obligations and liabilities of any other Person secured by any Lien on such Person’s property, even though such Person shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (c) all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by such Person, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; provided, however, that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (d) all obligations and liabilities under Guarantees; (e) the present value of lease payments due under synthetic leases; (f) all obligations and liabilities under any preferred stock (including the Trust Securities) or similar securities; and (g) indebtedness or other payment obligations in respect of Hedging Obligations and Bank Products.

“Default” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived, or otherwise remedied during such time) constitute an Event of Default.

“Depositary” means the depositary of each Global Security, which will initially be DTC.

“Designated Senior Debt” means any Debt under Credit Facilities (including Guarantees of such Debt by the Issuer or any of its Subsidiaries) and any Debt under Hedging Agreements or Bank Products, in each case incurred by the Issuer or any of its Subsidiaries (including any extended or renewed letters of credit deemed incurred on the initial issue date thereof); provided that “Designated Senior Debt” shall not include:  (i) that portion of any Debt under Credit Facilities (including Guarantees of such Debt by the Issuer or any of its Subsidiaries) in an amount in excess of the sum of $160,000,000 less the aggregate amount of all Net Proceeds from Asset Sales applied in accordance with Section 4.06(b)(2)(i) and (ii) that portion of any Debt under Hedging Agreements or Bank Products in an amount in excess of $20,000,000, in each case when incurred; provided further that any Debt under Credit Facilities (including Guarantees of such Debt by the Issuer or any of its Subsidiaries) and any Debt under Hedging Agreements or Bank Products shall constitute Designated Senior Debt if the lenders under the Credit Facilities obtained an Officers’ Certificate at the time of incurrence to the effect that such Debt was permitted to be incurred hereunder.

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is:

(1)required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the Stated Maturity of the Securities; or

7

(2)convertible into or exchangeable at the option of the holder thereof for Capital Stock referred to in clause (1) above or Debt having a scheduled maturity on or prior to the date that is 91 days after the Stated Maturity of the Securities;

Notwithstanding the preceding sentence, (A) if such Capital Stock is issued to any plan for the benefit of employees or by any such plan to such employees, in each case in the ordinary course of business of the Issuer or its Subsidiaries, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations; (B) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer shall not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.04; and (C) no Capital Stock held by any future, present or former employee, director, officer or consultant of the Issuer (or any of its Subsidiaries) shall be considered Disqualified Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

For purposes hereof, the amount (or principal amount) of any Disqualified Stock shall be equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any. The “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date as of which it shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Stock.

“Distribution” means, in respect of any Person: (a) a payment, or the making of any dividend or other distribution of property, in respect of Capital Stock of such Person, other than distributions in Capital Stock of the same class; (b) the redemption or other acquisition by such Person of its Capital Stock; (c) any principal payment on, purchase, defeasance, redemption, prepayment, or other acquisition or retirement for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, of any Debt of the Issuer or any Guarantor that is subordinate or junior in right of payment to the Securities or such Guarantor’s Security Guarantee, as the case may be (but in any event, for the avoidance of doubt, excluding Designated Senior Debt); or (d) any payment of interest in cash in respect of Subordinated Debt if such payment may be deferred in accordance with terms thereof.

“Dollar” and “$” means dollars in the lawful currency of the United States.

“Domestic Subsidiary” means any Subsidiary other than a Foreign Subsidiary.

“DTC Legend” means the legend set forth in Exhibit B.

8

“Equipment” means, with respect to any Person, all of such Person’s now owned and hereafter acquired machinery, equipment, furniture, furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, motor vehicles with respect to which a certificate of title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by such Person and all of such Person’s rights and interests with respect thereto under such leases (including, without limitation, options to purchase); together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is located.

“Event of Default” has the meaning as described under Section 6.01(a).

“Event of Loss” means, with respect to any property or asset constituting Collateral, any of the following:

(1)any loss, destruction or damage of such property or asset;

(2)any institution of any proceedings for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;

(3)any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or

(4)any settlement in lieu of clauses (2) or (3) above.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiaries” means, collectively, Subsidiaries of the Issuer other than the Guarantors.

“Existing Credit Facilities” means the Third Amended and Restated Credit Agreement, dated as of January 5, 2007, among the Issuer, Fleetwood Holdings, Inc. and certain of its Subsidiaries, the banks and other financial institutions signatory thereto, and Bank of America, N.A., as administrative agent and collateral agent, and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), in each case, as such agreements may be amended, modified, supplemented or restated from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid or extended from time to time (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise) with an asset-backed lending credit facility agented by a commercial bank or other financial institution.

“Existing Debentures Debt” means the unsecured Debt from time to time outstanding under the 1998 Subordinated Debentures and the 2003 Subordinated Debentures and the maximum liability of the Issuer on any subordinated Guarantee of the Trust Securities.

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“Financial Statements” means, according to the context in which it is used, any financial statements required to be given to the Trustee pursuant to this Indenture.

“First Lien After-Acquired Property” means equipment or fixtures acquired by the Issuer or any Subsidiary after the Issue Date which constitute accretions, additions or technological upgrades to the equipment or fixtures that form part of the First Lien Collateral.

“First Lien Collateral” means Real Estate on which first-priority Liens are, from time to time, granted to secure the Securities pursuant to the Collateral Documents; provided that the aggregate appraised value of all First Lien Collateral on the Issue Date shall equal $[    ].

“Fiscal Quarter” means any fiscal quarter of any Fiscal Year.

“Fiscal Year” means the Issuer’s fiscal year for financial accounting purposes, which currently ends on the last Sunday in April.

“Fleetwood Trust” means Fleetwood Capital Trust, a business trust organized under the laws of the State of Delaware, whose sole assets consist of the 1998 Subordinated Debentures.

“Foreign Subsidiary” means any Subsidiary of the Issuer organized under the laws of any jurisdiction other than the United States or any political subdivision thereof.

“GAAP” means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession).  All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP as in effect on the Issue Date.

“Global Security” means a Security in registered global form without interest coupons.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“Government Notes” means non-redeemable, direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

“Guarantee” means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the “guaranteed obligations”), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an

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agreement, contingent or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

“Guarantors” means each Subsidiary of the Issuer party to this Indenture and each Subsidiary of the Issuer that executes and delivers a Security Guarantee after the Issue Date, in each case until released from its Security Guarantee in accordance with the terms of this Indenture.

“Hedge Agreement” means, with respect to any Person, any and all transactions, agreements or documents now existing or hereafter entered into, which provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging such Person’s exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

“Holder” and “Holders” means the Person in whose name a Security is registered on the Registrar’s books.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Initial Securities” means the Securities issued on the Issue Date and any Securities issued in replacement thereof.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated on or about the Issue Date, among Bank of America, N.A. as the administrative agent under the Existing Credit Facilities (the “Administrative Agent”), on behalf of the lenders under the Existing Credit Facilities and as Priority Lien Collateral Agent, and the Trustee, on behalf of the Holders of the Securities and Deutsche Bank Trust Company Americas as the Collateral Agent (and together with the Administrative Agent, the “Secured Parties”) as amended, restated, assigned or replaced (in substantially similar form) as permitted hereunder.

“Inventory” means, with respect to any Person, all of such Person’s now owned and hereafter acquired inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in such Person’s business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents (as such term is defined in the Uniform Commercial Code as in effect in the State of New York) representing them.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (but excluding advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit

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other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Debt, or similar instruments issued by, such Person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following will be deemed to be an Investment:

(1) Obligations in respect of Hedging Agreements entered into in the ordinary course of business in compliance with this Indenture;

(2) endorsements of negotiable instruments and documents in the ordinary course of business; and

(3) an acquisition of assets, Capital Stock or other securities by the Issuer or a Subsidiary for consideration to the extent such consideration consists of Common Stock of the Issuer.

“Issue Date” means [              ].

“Issuer” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Securities.

“Lien” means:  (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction, lease or other title exception or encumbrance affecting property; and (c) any contingent or other agreement to provide any of the foregoing.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Loss Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Subsidiaries in respect of any Event of Loss, including, without limitation, insurance proceeds, condemnation awards or damages awarded by any judgment, net of the direct cost in recovery of such Net Loss Proceeds (including, without limitation, legal, accounting, appraisal and insurance adjuster fees and any relocation expenses incurred as a result thereof), amounts to be applied to the repayment of Debt secured by any Permitted Lien on the asset or assets that were the subject of such Event of Loss, and any taxes paid or payable as a result thereof.

“Net Proceeds” means the aggregate cash proceeds or Cash Equivalents received by the Issuer or any of its Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (A) commissions and other customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Issuer or such Subsidiary in connection therewith (other than any amounts payable to any Affiliate), (B) transfer taxes, (C) amounts payable to holders of

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senior Liens (to the extent that such Liens are Permitted Liens), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith.

“Ninth Amendment Effective Date” means October 29, 2008, the “Effective Date” as defined in the Ninth Amendment to the Existing Credit Facilities.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, Guarantees and other liabilities payable under the documentation governing any Debt, in each case, whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising on or after the commencement of a proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding, including with respect to Obligations in respect of the Existing Credit Facilities, “Obligations” as defined in the Existing Credit Facilities as in effect on the Ninth Amendment Effective Date.

“Officers” means any of the following:  Chairman, President, Chief Executive Officer, Treasurer, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer reasonably acceptable to the Trustee.

“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion from legal counsel which opinion is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer. As to matters of fact, an Opinion of Counsel may conclusively rely on an Officers’ Certificate, without any independent investigation.

“Payment” means, with respect to the Security Guarantees, any payment, whether in cash or other assets or property, of interest, principal or any other amount on, of or in respect of the Securities, any other acquisition of Securities and any deposit into the trust described in Article VIII.  The verb “pay” has a correlative meaning.

“Permitted Business” means the businesses conducted by the Issuer and its Subsidiaries as of the Issue Date and any other business reasonably related, complementary or incidental to any of those businesses.

“Permitted Collateral Liens” means Liens permitted under clauses (1) (to the extent such Lien constitutes a Lien on Second Lien Collateral), (2) (5) and (6) of the definition of “Permitted Liens.”

“Permitted Investments” means by the Issuer or any Subsidiary, any Investment:

(1)in the Issuer or a Guarantor (including in the form of intercompany Debt or in any Capital Stock of a Guarantor otherwise permitted under this Indenture);

(2)in (a) cash or Cash Equivalents or (b) to the extent determined by the Issuer in good faith to be necessary for local currency working capital requirements of a

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Foreign Subsidiary, other cash equivalents, provided in the case of clause (b), the Investment is made by the Foreign Subsidiary having such requirements;

(3)in a Person, if as a result of such Investment (A) such Person becomes a Guarantor or (B) such Person, in one transaction or a series of substantially concurrent related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Guarantor;

(4)in any securities or other assets received or other Investments made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.06 or in connection with any disposition of assets not constituting an Asset Sale;

(5)solely in exchange for the issuance of Capital Stock of the Issuer;

(6)in receivables owing to the Issuer or any Subsidiary of the Issuer, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including such concessionary terms as the Issuer or Subsidiary of the Issuer deems reasonable);

(7)in loans or advances to employees and officers (or guarantees of third-party loans to employees or officers) in the ordinary course of business;

(8)in stock, obligations or securities received in satisfaction of judgments, foreclosure of liens or settlement of litigation, disputes or debts as a result of bankruptcy or insolvency proceedings or pursuant to any plan of reorganization;

(9)existing on the Issue Date or made pursuant to legally binding written commitments in existence on the Issue Date;

(10)in Hedge Agreements not otherwise prohibited under this Indenture;

(11)in split dollar life insurance policies on officers and directors of the Issuer and its Subsidiaries in the ordinary course of business;

(12)in operating leases, Equipment, Inventory and other property and assets owned or used by the Issuer or any Subsidiary in the ordinary course of business;

(13)in licenses in the ordinary course of business; or

(14)in additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14) that are at that time outstanding, not to exceed $10,000,000 at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

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“Permitted Junior Securities” means (1) Capital Stock of the Issuer or any Guarantor; or (2) debt securities of the Issuer or any Guarantor that (A) are subordinated to all Designated Senior Debt and any debt securities issued in exchange for Designated Senior Debt to substantially the same extent as, or to a greater extent than the Guarantees of the Securities are subordinated to Designated Senior Debt pursuant to the terms of this Indenture and (B) have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Securities.

“Permitted Liens” means:

(1)Liens securing Debt incurred pursuant to Section 4.03(b)(1) that was permitted by the terms of this Indenture to be incurred, including Liens in respect of any cash collateral accounts pledged to support any such Debt (including Debt under letters of credit);

(2)Liens for taxes not delinquent or statutory Liens for taxes in an amount not to exceed $3,000,000 provided that the payment of such taxes which are due and payable is being contested in good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established on books and records of the Issuer and its Subsidiaries and a stay of enforcement of any such Lien is in effect;

(3)Liens of the Trustee or Collateral Agent or Liens in favor of the Issuer or any of its Subsidiaries;

(4)Liens consisting of deposits made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of Debt) or to secure statutory obligations (other than Liens arising under the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder, or Liens in favor of any governmental authority for any liability under applicable environmental laws or damages arising from, or costs incurred by such governmental authority in response to, a release or threatened release of a contaminant into the environment) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds;

(5)Liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that if any such Lien arises from the nonpayment of such claims or demand when due, such claims or demands do not exceed $1,000,000 in the aggregate at any time;

(6)Liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Estate; provided

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that they do not in the aggregate materially detract from the value of the Real Estate or materially interfere with its use in the ordinary conduct of the Issuer’s business;

(7)Liens arising from judgments and attachments in connection with court proceedings provided that the attachment or enforcement of such Liens would not result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material property is subject to a material risk of imminent loss or forfeiture and a stay of execution pending appeal or proceeding for review is in effect;

(8)Liens on the assets of the Issuer or any Subsidiary securing Debt existing on the Issue Date and refundings, renewals, refinancings, replacements, defeasances and extensions thereof to the extent permitted under Section 4.03(b)(6);

(9)Interests of lessors under operating leases;

(10)other Liens securing Debt not in excess of $1,000,000 in the aggregate at any time outstanding;

(11)Liens securing the Obligations under the Securities (including PIK Securities and Additional Securities);

(12)Liens on assets of the Excluded Subsidiaries, as long as the holder of such Lien has no recourse to the Issuer or any Guarantor or its assets;

(13)to the extent permitted thereunder, Liens securing Debt permitted under clauses (4), (5), (6), (11) and (13) of Section 4.03(b);

(14)Liens on any Real Estate that does not constitute Collateral;

(15)bankers liens and rights of set off with respect to customary depositary arrangements entered into in the ordinary conduct of business;

(16)Liens securing Debt permitted under Section 4.03(b)(9); provided that (i) such Liens also extends to all of the assets and properties that secure Debt incurred under the Existing Credit Facilities and (ii) such Liens are senior to or on a parity with the Liens securing Debt under the Existing Credit Facilities;

(17)Liens on or in respect of the Collateral Account securing the Obligations under the Securities;

(18)Liens on or in respect of cash collateral securing additional obligations in an amount not to exceed $20,000,000 in the aggregate in respect of letters of credit permitted under of Section 4.03(b)(12); and

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(19)Liens on life insurance policies listed on a Schedule C hereto to the extent such Liens are permitted by the Existing Credit Facilities, securing Debt permitted under Section 4.03(b)(15).

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Real Estate” means, as to any Person, all of such Person’s now or hereafter owned or leased estates in real property, including, without limitation, all fees, leaseholds and future interests, together with all of such Person’s now or hereafter owned or leased interests in the

improvements thereon, the fixtures attached thereto and the easements appurtenant thereto and any and all income, rents, profits and proceeds thereof.

“Representative” means any agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

“Restricted Investment” means any Investment other the a Permitted Investment.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Sale and Leaseback Transaction” means any direct or indirect arrangement pursuant to which property is sold or transferred by the Issuer or a Subsidiary of the Issuer and is thereafter leased back as a Capital Lease by the Issuer or any Subsidiary.

“Second Lien After-Acquired Property” means equipment or fixtures acquired by the Issuer or any Subsidiary after the Issue Date which constitute accretions, additions or technological upgrades to the equipment or fixtures that form part of the Second Lien Collateral and any assets acquired by the Issuer or any Subsidiary as contemplated by Section 4.06(b)(2)(ii).

“Second Lien Collateral” means Real Estate on which second-priority Liens are granted to secure the Securities pursuant to the Collateral Documents; provided that in no event shall any Real Estate be deemed to be Second Lien Collateral unless and until a first priority mortgage with respect to such Real Estate is granted to secure the Designated Senior Debt.

“Securities” means any securities authenticated and delivered under this Indenture.  From and after the issuance of any Additional Securities, “Securities” shall include such Additional

17

Securities for purposes of this Indenture.  All Securities, including any such Additional Securities, shall vote together as one series of Securities under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Security Guarantee” means the unconditional Guarantee by each Guarantor of the Issuer’s Obligations under the Securities, as set forth in Article XI hereof.  Any Guarantor that is not a party to this Indenture on the Issue Date shall execute a Security Guarantee and become a Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to Section 4.12 substantially in the form of Exhibit C.

“Senior Officer” means the Chief Executive Officer or the Chief Financial Officer of the Issuer.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Stated Maturity” means, with respect to any installment of interest on or principal of, or any other amount payable in respect of, any series of Debt, the date on which such interest, principal or other amount was scheduled to be paid in the documentation governing such Debt, and shall not include any contingent obligations to repay, redeem or repurchase any such interest, principal or other amount prior to the date scheduled for the payment thereof.

“Subordinated Debt” means any Debt of the Issuer or any Guarantor (whether outstanding on the Issue Date or thereafter incurred) that is contractually subordinate or junior in right of payment to the Securities or the applicable Security Guarantee (but in any event, for the avoidance of doubt, excluding Designated Senior Debt).

“Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50%) of the voting Capital Stock, is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof.  Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Issuer.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture, except as stated in Section 9.03.

“Trust Officer” means, when used with respect to the Trustee or Paying Agent, any officer within the corporate trust department of the Trustee or Paying Agent, as applicable, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee or Paying Agent who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

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“Trust Securities” means, collectively, (a) the 6% Convertible Trust Preferred Securities issued by Fleetwood Trust in February 1998 with a liquidation preference of $50 per share, guaranteed on a subordinated unsecured basis by the Issuer, (b) any convertible preferred securities issued by Fleetwood Trust in exchange therefor to the extent and only to the extent that issuance of such securities is permitted under this Indenture, (c) any additional securities issued by Fleetwood Trust concurrently with, and having the same terms as, the securities issued in such exchange to the extent and only to the extent that issuance of such securities is permitted under this Indenture, and (d) the 6% Convertible Trust Common Securities issued by Fleetwood Trust to the Issuer in February 1998.

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“Uniform Commercial Code” means the Uniform Commercial Code, as in effect from time to time, of the State of California or of any other state the laws of which are required as a result thereof to be applied in connection with the issues of perfection, continuation or enforcement of security interests.

“Voting Stock” means, with respect to any specified “person” as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the then outstanding aggregate principal amount of such Indebtedness, into

(2)the sum of the total of the products obtained by multiplying

(i)the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by

(ii)the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

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SECTION 1.02.  Other Definitions.

Affiliate Transaction	4.08
Asset Sale Offer	4.06(c)
Bankruptcy Law	6.01(c)
Cash Interest	Exhibit A
Change of Control Offer	4.09
Change of Control Payment	4.09
Collateral Agent	Preamble
Covenant Defeasance	8.01(c)
Custodian	6.01(c)
DTC	2.03
Event of Default	6.01(a)
Event of Loss Offer	4.07(b)
Guaranteed Obligations	11.01(a)
Indemnified Party	7.07
Initial Guarantor	Preamble
Issuer	Preamble
Legal Defeasance	8.01(b)
Legal Holiday	13.08
Offer Amount	3.09(a)(i)(B)
Offer Period	3.09(a)(i)
Paying Agent	2.03
Payment Blockage Notice	12.03(a)(2)
PIK Interest	Exhibit A
PIK Payment	2.02(d)
PIK Securities	2.02(d)
Premises	10.06
Property Substitution	10.09(a)
protected purchaser	2.04
Purchase Date	3.09(a)(i)(B)
Register	2.11(a)
Registrar	2.03
Replaced Property	10.09(a)(4)
Repurchase Offer	3.09(a)
retiring Trustee	7.08
Subject Property	4.07(a)(1)
Substituted Property	10.09(a)
Substituted Property Appraisal	10.09(a)(3)
Substituted Property Mortgage	10.09(a)(5)(i)
Trustee	Preamble

SECTION 1.03.  Incorporation by Reference of TIA.  This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture, except that Section 316 is expressly excluded, to the maximum extent permissible thereunder.  The following TIA terms have the following meanings:

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“indenture securities” means the Securities.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meanings assigned to them by such definitions.

SECTION 1.04.  Rules of Construction.  Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it, and all accounting determinations shall be made, in accordance with GAAP;

(3)“or” is not exclusive;

(4)“including” means “including without limitation”;

(5)words in the singular include the plural and words in the plural include the singular;

(6)unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt;

(7)all references to “principal” of the Securities include redemption price and purchase price;

(8)all exhibits are incorporated by reference herein and expressly made a part of this Indenture; and

(9)any transaction or event shall be considered “permitted by” or made “in accordance with” or “in compliance with” this Indenture or any particular provision thereof if such transaction or event is not expressly prohibited by this Indenture or such provision, as the case may be.

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ARTICLE II

THE SECURITIES

SECTION 2.01.  Form, Dating and Denominations.

(a)The Securities and the Trustee’s certificate of authentication shall be substantially in the form attached as Exhibit A.  The terms and provisions contained in the form of the Securities annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture.  The Securities may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Issuer is subject, or usage.  Each PIK Security will be issued with the description “PIK” on the face of such PIK Security.  Each Security shall be dated the date of its authentication.  The Securities shall be issuable, in the case of Initial Securities and Additional Securities, in denominations of $1,000 in principal amount and any multiple of $1,000 in excess thereof and, in the case of PIK Securities, in denominations of $1.00 in principal amount and any multiple of $1.00 in excess thereof.

(b)The terms and provisions contained in the Securities will constitute, and are hereby expressly made part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(c)Each Global Security, whether or not an Initial Security or Additional Security, shall bear the DTC Legend.

SECTION 2.02.  Execution and Authentication; Additional Securities.

(a)An Officer shall execute the Securities for the Issuer by facsimile or manual signature in the name and on behalf of the Issuer.  If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall still be valid.

(b)A Security shall not be valid until the Trustee manually signs the certificate of authentication on the Security, with the signature conclusive evidence that the Security has been authenticated under this Indenture.

(c)At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer to the Trustee for authentication; provided that the aggregate principal amount of Initial Securities and Additional Securities outstanding at any time shall not exceed $103,000,000.  The Trustee shall authenticate and deliver:

(i)Initial Securities for original issue in the aggregate principal amount not to exceed $[               ],

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(ii)Additional Securities from time to time prior to December 16, 2008 for original issue in aggregate principal amounts specified by the Issuer which, together with the aggregate principal amount of Initial Securities, shall not exceed $103,000,000; and

(iii)PIK Securities issued in payment of PIK Interest, after receipt by the Trustee of an Officers’ Certificate specifying:

(1)the amount of Securities to be authenticated and the date on which the Securities are to be authenticated,

(2)whether the Securities are to be Initial Securities, Additional Securities or PIK Securities,

(3)in the case of Additional Securities, that the issuance of such Securities does not contravene any provision of this Indenture,

(4)whether the Securities are to be issued as one or more Global Securities or Certificated Securities,

(5)other information the Issuer may determine to include or the Trustee may reasonably request, and

(6)direction for the Trustee to authenticate such Securities.

(d)In connection with the payment of PIK Interest in respect of the Securities, the Issuer is entitled, without the consent of the Holders, to increase the outstanding principal amount of the Securities or issue additional Securities (the “PIK Securities”) under this Indenture on the same terms and conditions as the Initial Securities (in each case, the “PIK Payment”).  The Securities, the PIK Securities and any Additional Securities subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including sharing ratably in the first-priority mortgages or deeds of trust on the First Lien Collateral and in the second-priority mortgages or deeds of trusts on the Second Lien Collateral and sharing ratably in the benefits available under the Security Guarantees. Unless the context requires otherwise, references to “Securities” for all purposes of this Indenture include any PIK Securities and Additional Securities that are actually issued, and references to “principal amount” of the Securities includes any increase in the principal amount of the outstanding Securities as a result of a PIK Payment.

On any interest payment date on which the Issuer pays PIK Interest with respect to a Global Security, the Trustee shall increase the principal amount of such Global Security by an amount equal to the interest payable, rounded up to the nearest $1,000, for the relevant three-month interest period on the principal amount of such Global Security as of the relevant record date for such interest payment date, to the credit of the Holders on such record date, pro rata in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Custodian, to reflect such increase. On any interest payment date on which the Issuer pays PIK Interest by issuing definitive PIK Securities, the principal amount of any such PIK Securities issued to any Holder, for the relevant three-month interest period as

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of the relevant record date for such interest payment date, shall be rounded up to the nearest $1.00.  PIK Securities shall be dated as of the applicable interest payment date and will bear interest from and after such date.

SECTION 2.03.  Registrar and Paying Agent.  The Issuer shall maintain an office or agency where Securities may be presented for registration of transfer, exchange, repurchase or redemption (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”) and where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served.  The Registrar shall keep a register of the Securities and of their transfer and exchange.  The office of Deutsche Bank Trust Company Americas, Trust & Securities Services, 60 Wall Street, MS NYC60-2710, New York, New York 10005; Fax 732-578-4635 shall initially be such office or agency for all of the aforesaid purposes.   The Issuer may have one or more co-registrars and one or more additional paying agents.  The term “Paying Agent” includes any additional paying agent.

The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency.  If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.02.

The Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.  The Issuer shall give prompt notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer initially designates the Corporate Trust Office as such office of the Issuer in accordance with this Section 2.03.

The Issuer shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA not otherwise excluded hereunder.  The agreement shall implement the provisions of this Indenture that relate to such agent.  The Issuer shall notify the Trustee of the name and address of any such agent.  If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.  Either the Issuer or any domestically organized Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Issuer initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Securities, and the Trustee shall initially be the securities custodian with respect to the Global Securities.

The Issuer may remove any Registrar or Paying Agent upon ten (10) Business Days prior written notice to such Registrar or Paying Agent and to the Trustee, provided that no such removal shall become

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effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above.  The Registrar or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Issuer; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

SECTION 2.04.  Paying Agent to Hold Money in Trust.  On or before 10:00 a.m. New York City time, on each due date of the principal and interest on any Security, the Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum and, if applicable, PIK Securities sufficient to pay such principal and interest when so becoming due.  The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money and, if applicable, PIK Securities held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any default by the Issuer in making any such payment within one Business Day thereof.  If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.  The Issuer at any time may require a Paying Agent to pay all money and, if applicable, PIK Securities held by it to the Trustee and to account for any funds disbursed by the Paying Agent.  Upon complying with this Section, the Paying Agent shall have no further liability for the money and, if applicable, PIK Securities delivered to the Trustee.

Any money and, if applicable, PIK Securities deposited with any Paying Agent, or then held by the Issuer or a permitted Subsidiary in trust for the payment of principal or interest on any Security and remaining unclaimed for two years after such principal and interest has become due and payable shall be paid to the Issuer at its written request, or, if then held by the Issuer or a permitted Subsidiary, shall be discharged from such trust; and the Holders shall thereafter, as general unsecured creditors, look only to the Issuer for payment thereof, and all liability of the Paying Agent with respect to such money, and all liability of the Issuer or such permitted Subsidiary as trustee thereof, shall thereupon cease.

SECTION 2.05.  Holder Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders.  If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

 SECTION 2.06.  Replacement Securities.  If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (i) notifies the Issuer or the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Issuer or the Trustee prior to the

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Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (iii) satisfies any other reasonable requirements of the Trustee and the Issuer including evidence of the destruction, loss or theft of the Security.  Such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced.  The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security including the payment of a sum sufficient to cover any tax or other governmental charge that may be required.  In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof.

Every replacement Security is an additional obligation of the Issuer.

The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities.

SECTION 2.07.  Outstanding Securities.  Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.06 and those described in this Section as not outstanding.  Subject to Section 13.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

If a Security is replaced pursuant to Section 2.06, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a protected purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date, repurchase date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or repurchased or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.08.  Temporary Securities.  Until Certificated Securities and Global Securities are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Securities.  Temporary Securities shall be substantially in the form of Certificated Securities but may have variations that the Issuer considers appropriate for temporary Securities.  Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Certificated Securities or Global Securities, as the case may be, and deliver them in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency of the Issuer, without charge to the Holder.

SECTION 2.09.  Cancellation.  The Issuer at any time may deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee any

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Securities surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver canceled Securities to the Issuer in accordance with the Trustee’s customary procedures.  The Issuer shall not issue new Securities to replace Securities that have been redeemed, paid or delivered to the Trustee for cancellation.  The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture.

SECTION 2.10.  CUSIP or ISIN Numbers.  The Issuer in issuing the Securities may use “CUSIP” or “ISIN” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Issuer shall promptly notify the Trustee in writing of any change in “CUSIP” or “ISIN” numbers.

SECTION 2.11.  Registration, Transfer and Exchange.

(a)The Securities shall be issued in registered form only, without coupons, and the Issuer shall cause the Trustee to maintain a register (the “Register”) of the Securities, for registering the record ownership of the Securities by the Holders and transfers and exchanges of the Securities.

(b)(1)Each Global Security shall be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, shall bear the DTC Legend.

(2)Each Global Security shall be delivered to the Trustee as custodian for the Depositary.  Transfers of a Global Security (but not a beneficial interest therein) shall be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (i) as set forth in Section 2.11(b)(4) and (ii) transfers of portions thereof in the form of Certificated Securities may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section.

(3)Agent Members shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Securities, and nothing herein shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

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(4)If (x) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for a Global Security and a successor depositary is not appointed by the Issuer within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee shall promptly exchange each beneficial interest in the Global Security for one or more Certificated Securities in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Security shall be deemed canceled.

(c)Each Certificated Security shall be registered in the name of the Holder thereof or its nominee.

(d)A Holder may transfer a Security (or a beneficial interest therein) to another Person or exchange a Security (or a beneficial interest therein) for another Security or Securities of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange.  The Trustee shall promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the Register maintained by the Trustee for such purpose; provided that

(1)no transfer or exchange shall be effective until it is registered in such Register; and

(2)the Trustee shall not be required (i) to issue, register the transfer of or exchange any Security for a period of 15 days before the mailing of a notice of redemption or purchase, as the case may be, of Securities to be redeemed or to be purchased pursuant to a Repurchase Offer, (ii) to register the transfer of or exchange any Security so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Security not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to a Repurchase Offer is to occur after a regular record date but on or before the corresponding interest payment date, to register the transfer of or exchange any Security on or after the regular record date and before the date of redemption or purchase.  Prior to the registration of any transfer, the Issuer, the Trustee and their agents shall treat the Person in whose name the Security is registered as the owner and Holder thereof for all purposes (whether or not the Security is overdue), and shall not be affected by notice to the contrary.

From time to time the Issuer shall execute and the Trustee shall authenticate additional Securities as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

No service charge shall be imposed in connection with any transfer or exchange of any Security, but the Issuer and the Trustee/Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4)).

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(e)(1)Global Security to Global Security.  If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee shall (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security.  Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, shall, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, shall thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest.

(2)Global Security to Certificated Security.  If a beneficial interest in a Global Security is transferred or exchanged for a Certificated Security, the Trustee shall (x) record a decrease in the principal amount of such Global Security equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Securities in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

(3)Certificated Security to Global Security.  If a Certificated Security is transferred or exchanged for a beneficial interest in a Global Security, the Trustee shall (x) cancel such Certificated Security, (y) record an increase in the principal amount of such Global Security equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Security, deliver to the Holder thereof one or more new Certificated Securities in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Security, registered in the name of the Holder thereof.

(4)Certificated Security to Certificated Security.  If a Certificated Security is transferred or exchanged for another Certificated Security, the Trustee shall (x) cancel the Certificated Security being transferred or exchanged, (y) deliver one or more new Certificated Securities in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Security (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Security, deliver to the Holder thereof one or more Certificated Securities in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Security, registered in the name of the Holder thereof.

SECTION 2.12.  Defaulted Interest.  If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest (plus interest on such defaulted interest to

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the extent lawful) in any lawful manner.  The Issuer may pay the defaulted interest to the persons who are Holders on a subsequent special record date.  The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

The Issuer may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this Section 2.12, such manner of payment shall be deemed practicable by the Trustee.

SECTION 2.13.  Issuance of Additional Securities.  The Issuer may, from time to time prior to December 16, 2008, issue Additional Securities under this Indenture solely in exchange for, or for the purpose of retiring or proving cash proceeds to be applied to retire, outstanding 2003 Subordinated Debentures; provided that the Issuer may not issue more than $5,000,000 in aggregate principal amount of Additional Securities for cash proceeds.

ARTICLE III

REDEMPTION

SECTION 3.01.  Notices to Trustee.  If the Issuer elects to redeem Securities pursuant to Section 3.07, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and the Section of this Indenture pursuant to which the redemption shall occur.

The Issuer shall give each notice to the Trustee provided for in this Section at least 60 days before the redemption date unless the Trustee consents to a shorter period.  Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Issuer to the effect that such redemption shall comply with the conditions herein.  If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not fewer than 15 days after the date of notice to the Trustee, unless the Trustee otherwise agrees.  Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect.

SECTION 3.02.  Selection.  If less than all of the Securities are to be redeemed at any time, selection of Securities for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or, if the Securities are not so listed, on a pro rata basis (among the Initial Securities and any Additional Securities, as one class), by lot or by such method as the Trustee shall deem appropriate; provided that no Securities of $1,000 or less shall be redeemed in part.  If any Security is to be redeemed in part only, the notice of redemption that relates to such Security shall state the portion of the principal amount thereof to be redeemed.  On and after the redemption date, unless the Issuer defaults in payment of the redemption price, interest ceases to accrue on Securities or portions of them called for redemption.

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SECTION 3.03.  Notice.  Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture.  Notices of redemption may not be conditional.  The Trustee shall notify the Issuer promptly of the Securities or portions of Securities to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1)the redemption date;

(2)the redemption price;

(3)the name and address of the Paying Agent;

(4)that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(5)if fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts of the particular Securities to be redeemed;

(6)that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

(7)the Section hereof pursuant to which the Securities called for redemption are being redeemed;

(8)the CUSIP number, if any, printed on the Securities being redeemed; and

(9)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

At the Issuer’s request (which may be revoked at any time in writing prior to the time at which the Trustee shall have given such notice to the Holders), the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense.  In such event, the Issuer shall provide the Trustee with the information required by this Section at least 10 Business Days prior to the date of the giving of such notice.

SECTION 3.04.  Effect of Notice of Redemption.  Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice.  Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date; provided that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Securities registered on the relevant record date.  If mailed in the manner herein, the notice shall be

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conclusively presumed to have been given whether or not the Holder receives such notice.  Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05.  Deposit of Redemption Price.  Prior to 10:00 a.m., New York City time, on the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on the redemption date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation.  If the redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, shall be paid to the Person in whose name a Security is registered at the close of business on such record date.

SECTION 3.06.  Securities Redeemed in Part.  Upon surrender of a Security that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

SECTION 3.07.  Optional Redemption.

The Securities shall be subject to redemption at any time at the option of the Issuer, in whole or in part, at a redemption price equal to the of principal amount plus accrued and unpaid interest to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

SECTION 3.08.  No Sinking Fund.  There shall be no sinking fund for the payment of principal on the Securities to the Holders.

SECTION 3.09.  Repurchase Offers.

(a)If the Issuer shall be required to commence an offer to all Holders to purchase Securities (a “Repurchase Offer”) pursuant to Section 4.06, 4.07 or 4.09, the Issuer shall follow the procedures specified in this Section 3.09:

(i)Within 30 days after (A) a Change of Control (unless (1) the Issuer is not required to make such offer pursuant to Section 4.09(b) or (2) all Securities have been called for redemption pursuant to Section 3.07, or (B) the date on which the Issuer is required to make an Asset Sale Offer pursuant to Section 4.06 or an Event of Loss Offer pursuant to Section 4.07, the Issuer shall commence a Repurchase Offer, which shall remain open for a period of at least 20 Business Days following its commencement (the “Offer Period”), by sending a notice to the Trustee and each of the Holders, by first class mail, which notice shall contain all instructions and materials necessary to enable the Holders to tender Securities pursuant to such Repurchase Offer.  Such notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control, Asset Sale requiring an Asset Sale Offer or Event of Loss requiring an Event of Loss Offer, as the case may be, and shall state:

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(A)that the Repurchase Offer is being made pursuant to this Section 3.09 and Section 4.06, 4.07 or 4.09, as the case may be;

(B)the principal amount of Securities required to be purchased pursuant to Section 4.06, in case of an Asset Sale Offer, or Section 4.07 in the case of an Event of Loss Offer, or that the Issuer is required to offer to purchase all of the outstanding principal amount of Securities, in the case of a Change of Control Offer (such amount, the “Offer Amount”), the purchase price and, that on the date specified in such notice (the “Purchase Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, the Issuer shall repurchase an Offer Amount of Securities validly tendered and not withdrawn pursuant to this Section 3.09 and Section 4.06, 4.07 or 4.09, as applicable;

(C)that any Security not tendered or accepted for payment shall continue to accrue interest;

(D)that, unless the Issuer defaults in making such payment, Securities accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest after the Purchase Date;

(E)that Holders electing to have a Security purchased pursuant to a Repurchase Offer may elect to have all or any portion of such Security purchased;

(F)that Holders electing to have a Security purchased pursuant to any Repurchase Offer shall be required to surrender the Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security, or such other customary documents of surrender and transfer as the Issuer may reasonably request, duly completed, or transfer the Security by book-entry transfer, to the Issuer, the Depositary, or the Paying Agent at the address specified in the notice prior to the Purchase Date;

(G)that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Security purchased;

(H)that, in the case of an Asset Sale Offer or Event of Loss Offer, if the aggregate principal amount of Securities surrendered by Holders thereof exceeds the Offer Amount, the Trustee shall select the Securities to be purchased on a pro rata basis (based upon the outstanding principal amount thereof), with such adjustments as may be deemed appropriate by the Issuer so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased;

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(I)that Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and

(J)the CUSIP number, if any, printed on the Securities being repurchased and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

(ii)On (or at the Issuer’s election, before) the Purchase Date, the Issuer shall, (A) to the extent lawful, accept for payment, on a pro rata basis to the extent necessary in the case of an Asset Sale Offer or Event of Loss Offer, the Securities or portions thereof tendered pursuant to the Repurchase Offer and not theretofore withdrawn, or if Securities aggregating less than the Offer Amount have been tendered, or in the case of a Change of Control Offer all Securities tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09, (B) deposit with the Paying Agent an amount equal to the payment required in respect of all Securities or portions thereof so tendered and (C) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Issuer.  The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the Change of Control Payment or the payment due to each respective Holder in respect of the Asset Sale Offer, as applicable, with respect to the Securities tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Security, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver such new Security to such Holder, in a principal amount equal to any unpurchased portion of the Securities so surrendered.  Any Security not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.  On the Purchase Date, all Securities purchased by the Issuer shall be delivered to the Trustee for cancellation.  All Securities or portions thereof purchased pursuant to the Repurchase Offer shall be canceled by the Trustee.  The Issuer shall publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase Date, but in no case more than five Business Days thereafter.  For the purposes of the preceding sentence, it shall be sufficient for the Issuer to publish the results of the Repurchase Offer on its website on the world wide web.

If the Issuer complies with Section 3.09(a)(ii), on and after the Purchase Date interest shall cease to accrue on the Securities or the portions of Securities repurchased.  If a Security is repurchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such record date.  If any Security called is not repurchased upon surrender because of the failure of the Issuer to comply with Section 3.09(a)(ii), interest shall be paid on the unpaid principal, from the Purchase Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01.

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(b)The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the Repurchase Offer.  To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 3.09, the Issuer shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.09 by virtue thereof.

(c)Once notice of repurchase is mailed in accordance with this Section 3.09, all Securities validly tendered and not withdrawn (or, in the case of an Asset Sale Offer, if the Issuer is not required to repurchase all of such Securities then the pro rata portion of such Securities that the Issuer may be required to purchase pursuant to Section 4.06) become irrevocably due and payable on the Purchase Date at the purchase price specified herein.  A notice of repurchase may not be conditional.

(d)Other than as specifically provided in this Section 3.09 or Section 4.06, 4.07 or 4.09, as applicable, any purchase pursuant to this Section 3.09 shall be made pursuant to Sections 3.02 and 3.06.

ARTICLE IV

COVENANTS

SECTION 4.01.  Payment of Securities

(a)The Issuer shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture.  Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds by 10:00 a.m., New York City time, in accordance with this Indenture available funds and, if applicable, PIK Securities sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money and, if applicable, PIK Securities to the Holders on that date pursuant to the terms of this Indenture.

(b)The Issuer shall pay interest on overdue principal at the rate and in the manner specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

SECTION 4.02.  SEC and Other Reports

(a)Whether or not required by the Commission, so long as any Securities are outstanding, the Issuer must furnish to the Holders of Securities (which may be satisfied by posting on the Issuer’s website or filing with the Commission), within the time periods specified in the Commission’s rules and regulations including any extension periods available under such rules and regulations (and if not required by the Commission, excluding any requirements and time periods applicable to “accelerated filers” (as defined in Rule 12b-2 under the Exchange Act)), and make available to securities analysts and potential investors upon request and post on its website:

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(i)all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K prepared in accordance with GAAP if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent accountants; and

(ii)all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.

(b)The quarterly and annual financial information required by Section 4.02(a) shall include a reasonably detailed presentation in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Issuer and the Guarantors separate from the financial condition and results of operations of the non-Guarantor Subsidiaries of the Issuer.

(c)In addition, the Issuer shall, for so long as any Securities remain outstanding, at any time it is not required to file the reports required by Section 4.02(a) with the Commission, furnish to the Holders, upon their request, or any prospective purchaser designated by any such Holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit resales of Securities pursuant to Rule 144A under the Securities Act.

The Issuer also shall comply with the other provisions of TIA § 314(a).

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SECTION 4.03.  Incurrence of Debt and Issuance of Preferred Stock

(a)The Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Debt and the Issuer shall not permit any of its Subsidiaries to issue any shares of Preferred Stock.

(b)The provisions of Section 4.03(a) shall not apply to any of the following:

(1)the incurrence by the Issuer or any of its Subsidiaries of Debt (with Debt under letters of credit (including any extended or renewed letters of credit) deemed incurred on the initial issue date thereof) under Credit Facilities (including Guarantees of such Debt by the Issuer or any of its Subsidiaries); provided that the aggregate principal amount of such Debt outstanding as of the date of such incurrence pursuant to this clause (1) without duplication (with letters of credit being deemed to have a principal amount equal to the undrawn face amount thereof), does not exceed an amount equal to the lesser of (x) (i) $160,000,000 less (ii) the aggregate amount of all Net Proceeds from

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Asset Sales applied in accordance with Section 4.06(b)(2)(i), and (y) (i) the amount of the Borrowing Base calculated on such date plus (ii) $7,500,000;

(2)Debt represented by the Securities issued on the Issue Date and the Security Guarantees (and PIK Securities or the accretion of any interest thereon);

(3)Debt represented by Additional Securities (and PIK Securities or the accretion of any interest thereon), so long as the Issuer issues such Additional Securities on or prior to December 16, 2008 for the purpose of retiring or providing cash proceeds to be applied to retire 2003 Subordinated Debentures at a price not exceeding $1,000 in principal amount of 2003 Subordinated Debentures for each $1,030 in principal amount of Additional Securities issued;

(4)Debt (other than Debt described in any other clause of this Section 4.03(b)) existing on the Issue Date and set forth on Schedule A to this Indenture;

(5)Capital Leases other than Capital Leases of Real Estate provided that:

(i)Liens securing the same attach only to the assets acquired by the incurrence of such Debt and proceeds thereof; and

(ii)the aggregate amount of such Debt (including any such Capital Leases outstanding on the Issue Date) does not exceed $5,000,000 outstanding at any time;

(6)the incurrence of Debt evidencing a refunding, renewal, refinancing, replacement, defeasance or extension of the Debt under clauses (2), (3) or (4); provided that:

(i)the principal amount thereof is not increased,

(ii)the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed, refinanced, replaced, defeased or extended or are otherwise permitted by this Agreement to secure the Debt to be refunded, renewed or extended,

(iii)no Person that is not an obligor or guarantor of such Debt as of the date of issuance thereof shall become an obligor or guarantor thereof except to the extent such Person would be permitted by this Indenture to be such an obligor or guarantor,

(iv)the terms of such refunding, renewal, refinancing, replacement, defeasance or extension are no less favorable in any material respect to the Issuer and its Subsidiaries than the original Debt;

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(v)if the Debt being refunded, renewed, refinanced or replaced was subordinated to the Securities, such refinancing Debt is subordinated to the Securities to at least the same extent; and

(vi)the Debt evidencing a refunding, renewal, refinancing, replacement or defeasance or extension is scheduled to mature either (a) no earlier than the Debt being refunded, refinanced, replaced, defeased or extended or (b) at least 91 days after the maturity date of the Securities;

(7)the incurrence by the Issuer or any of its Subsidiaries of intercompany Debt owed or issued to and held by the Issuer and any of its Subsidiaries;

(8)the incurrence of any Guarantee by the Issuer or any Subsidiary of Debt of the Issuer or a Subsidiary that was permitted to be incurred by another provision of this Section and any Debt arising upon such contingent obligations becoming absolute and matured;

(9)the incurrence by the Issuer or any of its Subsidiaries of Debt under Hedging Agreements or Bank Products; provided that (i) such Debt, when taken together with the amount of all other such Debt incurred pursuant to this clause (9) and then outstanding, does not exceed $20,000,000 in the aggregate and (ii) such Debt under Hedging Agreements, when taken together with the amount of all other such Debt incurred pursuant to this clause (9) under Hedging Agreements and then outstanding, does not exceed $5,000,000;

(10)Debt arising from rights of indemnity or contribution with respect to payments under Credit Facilities, this Indenture or documents related thereto;

(11)Debt of the Issuer the proceeds of which are applied solely for the purpose of paying benefits to employees or former employees who are participants in non-qualified benefit plans of the Issuer and its Subsidiaries which are supported by the COLI Policies, provided that such Debt is secured solely by Liens which attach only to the COLI Policies;

(12)letters of credit, surety, performance or appeal bonds, completion guarantees or similar instruments issued in the ordinary course of business of the Issuer and its Subsidiaries in connection with the supply, directly or indirectly, of modular housing or other products to the United States government and related agencies and instrumentalities thereof;

(13)the incurrence by the Issuer and its Subsidiaries of:

(i)Capital Leases of Equipment or Real Estate entered into in connection with Sale and Leaseback Transactions; provided that Liens securing the same attach only to the Equipment or Real Estate subject to the applicable Capital Lease;

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(ii)mortgage Debt of the Issuer or any Guarantor; provided that such mortgage Debt is secured solely by Liens which attach only to property that does not constitute Collateral; and

(iii)other Debt other than Debt under Credit Facilities (including any such Debt Guaranteed by the Issuer or any of its Subsidiaries);

in an aggregate principal amount, including all Debt incurred to refund, defease, renew, refinance or replace any Debt incurred pursuant to this clause (13), not to exceed $11,250,000 at any time outstanding;

(14)Debt that constitutes Debt solely under clause (2) of the definition thereof so long as the same remains secured by a Lien permitted under clause (4) or clause (5) of the definition of “Permitted Liens”; and

(15)Debt secured by Liens on life insurance policies listed on Schedule C hereto in an aggregate amount not to exceed the cash surrender value of such life insurance policies, to the extent such loans are permitted by the Existing Credit Facilities; provided that such Debt shall be recourse only to such life insurance policies and the cash surrender value thereof; for the avoidance of doubt, such Debt shall be without recourse to the Issuer or any of its Subsidiaries or Affiliates.

(c)For purposes of determining compliance with any U.S. dollar-denominated restrictions on the incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced.  Notwithstanding any other provision in this Section, the maximum amount of Debt that the Issuer or any Subsidiary may incur pursuant to this Section shall not be deemed to be exceeded as a result of fluctuations in the exchange rates of currencies.  The principal amount of any Debt incurred to refinance other Debt, if incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Debt is denominated that is in effect on the date of such refinancing.  For purposes of determining compliance with this Section 4.03:

(1)the outstanding principal amount of any particular Debt shall be counted only once such that (without limitation) any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Debt shall be disregarded; and

(2)accrual of interest or dividends (including the issuance of “pay in kind” securities or similar instruments in respect of such accrued interest or dividends), the

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accretion of accreted value or liquidation preference and the extension of maturity shall not be deemed to be an incurrence of Debt or issuance of Preferred Stock.

SECTION 4.04. Restricted Payments

(a)The Issuer shall not, and shall not permit any of its Subsidiaries:

(1)directly or indirectly declare or make, or incur any liability to make, any Distribution, except (A) Distributions to the Issuer by any of its Subsidiaries, or Distributions by any Subsidiary of the Issuer to the Issuer or another Subsidiary of the Issuer which is its parent or other equity holder; (B) subject to the subordination provisions contained in the 1998 Subordinated Debentures and the 2003 Subordinated Debentures, the Issuer may make regularly scheduled interest payments (including additional amounts in respect of the 2003 Subordinated Debentures and any common stock of the Issuer issued upon conversion thereof) in respect of the 2003 Subordinated Debentures and up to $25,000 of mandatory prepayments in respect of fractional shares in respect of the 1998 Subordinated Debentures and the 2003 Subordinated Debentures; or (C) on or before December 16, 2008, the Issuer may redeem, prepay, repurchase or otherwise acquire  the 2003 Subordinated Debentures (and pay accrued interest and the contemplated fees thereon) in exchange for Securities (including Additional Securities), or from cash proceeds applied from the sale of up to $5,000,000 in aggregate principal amount of Securities (including Additional Securities);

(2)make any Restricted Investment (other than Hedge Agreements with any holder of Debt under Credit Facilities), except that (i) the Issuer or any Guarantor may make contributions, loans or advances to the Issuer or any Guarantor; (ii) any Excluded Subsidiary may make contributions, loans or advances to any other Excluded Subsidiary; (iii) the Issuer may make capital contributions, loans or advances to Gibraltar Insurance Issuer, provided that the aggregate amount of all such capital contributions, loans and advances does not exceed $15,000,000 in the aggregate.

(b)The amount of all Distributions or Restricted Investments (other than cash) shall be the fair market value on the date of such Distribution or Restricted Investment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Subsidiary, as the case may be, pursuant to such Distribution or Restricted Investment.  The fair market value of any non-cash Distribution or Restricted Investment shall be determined in good faith by the Board of Directors of the Issuer.  If the Issuer or any Subsidiary of the Issuer sells or otherwise disposes of any Capital Stock of any direct or indirect Guarantor such that, after giving effect to any such sale or disposition, the Issuer no longer owns, directly or indirectly, greater than 50% of the outstanding Capital Stock of such Guarantor, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Capital Stock of such Guarantor not sold or disposed of.

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SECTION 4.05. Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries

(a)The Issuer shall not, and shall not permit any of its Subsidiaries to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to:

(1)(i) pay dividends or make any other distributions to the Issuer or any of its Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Debt owed to the Issuer or any of its Subsidiaries;

(2)make loans or advances to the Issuer or any of its Subsidiaries; or

(3)transfer any of its properties or assets to the Issuer or any of its Subsidiaries.

(b)However, the preceding restrictions shall not apply to encumbrances or restrictions:

(1)under contracts and other instruments in effect on the Issue Date, including the Existing Credit Facilities and other Debt in existence on the Issue Date and the related documentation;

(2)under this Indenture, the Securities (including PIK Securities and Additional Securities), the Collateral Documents and the Intercreditor Agreement;

(3)under any agreement or other instrument of a Person acquired by the Issuer or any of its Subsidiaries as in effect at the time of such acquisition (but not incurred as consideration for, created in connection with or in contemplation of such acquisition), which encumbrance or restriction shall not extend to any assets or property of the Issuer or any of its Subsidiaries, other than assets or property so acquired;

(4)existing under or by reason of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (3) above on the property so acquired;

(5)in the case of clause (3) above, (i) that restrict in a customary manner the subletting, assignment, or transfer of any property or asset that is subject to a lease, license or similar contract, (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Issuer or any Subsidiary not otherwise prohibited by this Indenture, (iii) contained in security agreements or mortgages securing Debt permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such security agreements or mortgages or (iv) any Lien on property or assets of the Issuer or any Subsidiary not otherwise prohibited by this Indenture;

(6)existing under or by reason of contracts for the sale of assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered

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into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition;

(7)on cash or other deposits or net worth imposed by leases, credit agreements, customer contracts or other agreements entered into in the ordinary course of business;

(8)in customary form under joint venture agreements and other similar agreements relating to joint ventures that are not Guarantors and in any event entered into in the ordinary course of business;

(9)any encumbrances or restrictions created with respect to Debt of Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 4.03;

(10)any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Issuer or any of its Subsidiaries or any of their businesses; or

(11)under any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (d) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrances or restrictions than those contained in the Debt, contracts, instruments or obligations prior to the incurrence of such Debt or such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

SECTION 4.06. Asset Sales

(a)The Issuer shall not, and shall not permit any of its Subsidiaries to, consummate an Asset Sale unless:

(1)the Issuer or the applicable Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets that are sold or otherwise disposed of, as determined in good faith by the Issuer’s Board of Directors;

(2)at least 75% of the consideration received by the Issuer or the applicable Subsidiary from the Asset Sale is in the form of cash or Cash Equivalents, and is received at the time of the Asset Sale. For the purposes of this provision, the amount of any liabilities shown on the most recent applicable balance sheet of the Issuer or the applicable Subsidiary, other than contingent liabilities or liabilities that are by their terms subordinated to the Securities or any Security Guarantee, as applicable, that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Issuer or the applicable Subsidiary from further liability, shall be deemed to be cash for purposes of this provision;

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(3)if such Asset Sale involves Collateral, it complies with the applicable provisions of this Indenture, the Collateral Documents and, if applicable, the Intercreditor Agreement; and

(4)if such Asset Sale involves the disposition of First Lien Collateral, 100% of the Net Proceeds therefor shall be received in the form of cash and Cash Equivalents and shall be paid from the purchaser of such First Lien Collateral directly to the Collateral Agent for deposit into the Collateral Account and applied to make an Asset Sale Offer in accordance with Section 4.06(c).

(b)Upon the consummation of an Asset Sale, the Issuer shall apply, or cause the applicable Subsidiary to apply, an amount equal to the Net Proceeds relating to the Asset Sale:

(1)within 30 days of having received the Net Proceeds in the case of Net Proceeds from an Asset Sale to the extent involving First Lien Collateral, to make an Asset Sale Offer in accordance with this Section 4.06;

(2)within 30 days of having received the Net Proceeds in the case of Net Proceeds from an Asset Sale to the extent involving Second Lien Collateral:

(i)to repay Debt to the extent outstanding and otherwise apply such Net Proceeds as permitted under Credit Facilities (and, absent a Default or an Event of Default, with respect to any remaining Net Proceeds, the Issuer and the Subsidiaries may use such remaining Net Proceeds for any purpose not otherwise prohibited by this Indenture);

(ii)to make a Property Substitution, provided that the requirements under Credit Facilities, this Indenture, the Collateral Documents and, if applicable, the Intercreditor Agreement are satisfied with respect to such Property Substitution and the applicable Substituted Property; or

(iii)from and after the date upon which the Designated Senior Debt shall have been discharged or is repaid in full in cash and all commitments thereunder have been terminated, to make an Asset Sale Offer in accordance with this Section 4.06; and

(3)within 120 days of having received the Net Proceeds in the case of Net Proceeds from an Asset Sale to the extent not involving Collateral:

(i)to repay Debt to the extent outstanding and otherwise apply such Net Proceeds as permitted under Credit Facilities (and, absent a Default or an Event of Default, with respect to any remaining Net Proceeds, the Issuer and the Subsidiaries may use such remaining Net Proceeds for any purpose not otherwise prohibited by this Indenture);

(ii)to make expenditures or to acquire properties or assets that will be used by, or will be useful to, the Issuer or any Guarantor in a Permitted Business; or

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(iii)from and after the date upon which the Designated Senior Debt shall have been discharged or is repaid in full in cash and all commitments thereunder have been terminated, to make an Asset Sale Offer in accordance with this Section 4.06.

(c)On the 30th day after an Asset Sale in the case of Clauses (1) or (2) above or the 121st day after an Asset Sale in the case of clause (3) above, or any earlier date, if any, on which the Board of Directors of the Issuer or of the applicable Subsidiary determines not to apply the Net Proceeds of the Asset Sale in accordance with Section 4.06(b) (other than to make an Asset Sale Offer), when the aggregate amount of Net Proceeds of such Asset Sale then requiring an Asset Sale Offer as set forth above and not otherwise applied in accordance with Section 4.06(b) (together with the Net Proceeds of prior Asset Sales then requiring an Asset Sale Offer as set forth above and not otherwise applied in accordance with Section 4.06(b) but for which an Asset Sale Offer was not yet required by this sentence) exceeds $2,500,000, the Issuer shall within 30 days thereof make an offer to all Holders of Securities (an “Asset Sale Offer”) to purchase the maximum principal amount of Securities that may be purchased out of such Net Proceeds of the Asset Sale at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth herein.  For the avoidance of doubt, until the date upon which the Designated Senior Debt shall have been discharged or is repaid in full in cash and all commitments thereunder have been terminated, no Asset Sale Offer shall be required to be made in connection with the Net Proceeds of any Asset Sales other than Asset Sales of First Lien Collateral.

(d)If any Net Proceeds of the Asset Sale remain after completion of an Asset Sale Offer, the Issuer and the Subsidiaries may use any remaining Net Proceeds of the Asset Sale for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof exceeds the pro rata portion of such Net Proceeds of the Asset Sale to be used to purchase Securities, the Trustee shall select the Securities to be purchased in accordance with the applicable procedures of the Trustee and the applicable depository.

(e)Pending the use of any Net Proceeds as set forth above, Net Proceeds of First Lien Collateral shall be deposited in the Collateral Account, and the Issuer and its Subsidiaries shall be permitted to apply Net Proceeds to the extent not involving First Lien Collateral to prepay any revolving loans under any Designated Senior Debt.

SECTION 4.07. Event of Loss

(a)Upon the occurrence of an Event of Loss, the Issuer or the applicable Subsidiary shall apply the Net Loss Proceeds from such Event of Loss:

(1)to the rebuilding, repair, replacement or construction of improvements to the affected property (the “Subject Property”); provided, however, that the Issuer delivers to the Trustee within 90 days of such Event of Loss: (i) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or

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constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Issuer or such Subsidiary has available from Net Loss Proceeds and/or other sources funds sufficient to complete such building, repair, replacement or construction;

(2)in the case of Net Loss Proceeds to the extent not involving First Lien Collateral, to repay Debt or otherwise apply such Net Proceeds as permitted under Credit Facilities;

(3)to make expenditures or to acquire properties or assets that will be used or useful in a Permitted Business provided that the properties or assets so acquired shall become First Lien Collateral or Second Lien Collateral, as applicable; or

(4)in the case of Net Loss Proceeds to extent involving First Lien Collateral, the Net Loss Proceeds shall be paid directly to the Collateral Agent for deposit in the Collateral Account and applied to make an Event of Loss Offer in accordance with this Section 4.07.

(b)On the 91st day after an Event of Loss relating to First Lien Collateral or any earlier date, if any, on which the Board of Directors of the Issuer or of the applicable Subsidiary determines not to apply the Net Loss Proceeds in accordance with clauses (1) or (3) of Section 4.07(a), when the aggregate amount of Net Loss Proceeds then requiring an Event of Loss Offer set forth above and not otherwise applied in accordance with Section 4.07(a) (together with the Net Loss Proceeds of prior Events of Loss then requiring an Event of Loss Offer set forth above and not otherwise applied in accordance with Section 4.07(a) but for which an Event of Loss Offer was not yet required by this sentence) exceeds $2,500,000, the Issuer shall within 30 days thereof make an offer to all Holders of Securities (an “Event of Loss Offer”) to purchase the maximum principal amount of Securities that may be purchased out of such Loss Proceeds at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase subject to the right of holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth herein.  For the avoidance of doubt, no Event of Loss Offer shall be required to be made in connection with the Net Loss Proceeds of any assets other than First Lien Collateral.

(c)With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $1,000,000, the Issuer shall, or shall cause the applicable Subsidiary, as applicable, to use reasonable best efforts to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Cash Equivalents.

(d)If any Loss Proceeds remain after completion of an Event of Loss Offer, the Issuer and the Subsidiaries may use any remaining Loss Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Securities surrendered by Holders thereof exceeds the pro rata portion of such Loss Proceeds to be used to purchase

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Securities, the Trustee shall select the Securities to be purchased in accordance with the applicable procedures of the Trustee and the applicable depository.

(e)Pending the use of any Net Loss Proceeds as set forth above, the Issuer and its Subsidiaries shall be permitted to apply Net Loss Proceeds to the extent not involving First Lien Collateral to prepay any revolving loans under any Designated Senior Debt and Net Loss Proceeds of First Lien Collateral shall be deposited in the Collateral Account.

SECTION 4.08. Transactions with Affiliates

(a)The Issuer shall not, and shall not permit any of its Subsidiaries to sell, transfer, distribute, or pay any money or property, including, but not limited to, any fees or expenses of any nature (including, but not limited to, any fees or expenses for management services), to any Affiliate, or lend or advance money or property to any Affiliate, or except as otherwise permitted in this Indenture invest in (by capital contribution or otherwise) or purchase or repurchase any Capital Stock or indebtedness, or any property, of any Affiliate, or except as otherwise permitted in this Indenture, become liable on any Guarantee of the indebtedness, dividends, or other obligations of any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless:

(1)such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Issuer or the relevant Subsidiary than those that would have been obtained in a comparable arms-length at the time of such transaction by the Issuer or such Subsidiary with an unrelated Person; and

(2)the Issuer delivers to the Trustee:

(i)with respect to any Affiliate Transaction entered into after the Issue Date involving aggregate consideration in excess of $5,000,000, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and that such Affiliate Transaction has been approved by the Board of Directors; and

(ii)with respect to any Affiliate Transaction involving aggregate consideration in excess of $10,000,000, an opinion as to the fairness to the Issuer or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking, appraisal or accounting firm of national standing.

(b)Notwithstanding Section 4.08(a), none of the following shall be prohibited by this Section 4.08 (or be deemed to be Affiliate Transactions):

(1)any employment agreements, non-competition agreements, stock purchase or option agreements, collective bargaining agreements, employee benefit plans or arrangements (including vacation plans, health and life insurance plans, deferred compensation plans, stock loan programs, long term incentive plans, directors’ and officers’ indemnification agreements and retirement, savings or similar plans), related trust agreements or any similar arrangements, in each case in respect of employees, officers or directors and entered into in the ordinary course of business, any payments or

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other transactions contemplated by any of the foregoing and any other payments of compensation to employees, officers or directors in the ordinary course of business;

(2)transactions between or among (i) the Issuer and/or the Guarantors, (ii) while no Event of Default has occurred and is continuing, the Issuer and/or the Guarantors with one or more of the Subsidiaries of the Issuer that are not Guarantors or any other Affiliate in the ordinary course of business consistent with past practices or (iii) the Issuer and/or one or more of its Subsidiaries and any joint venture; provided in the case of clause (iii), no Affiliate of the Issuer (other than a Subsidiary) owns any of the Capital Stock of any such joint venture, provided that in the case of transactions with Affiliates other than Excluded Subsidiaries, in amounts and upon terms that have been provided to the Trustee and are no less favorable to the Issuer and the Guarantors than would be obtained in a comparable arms-length transaction with a third party that is not an Affiliate;

(3)Permitted Investments and Restricted Payments that are permitted by the provisions of this Indenture;

(4)the issuance of Capital Stock (other than Disqualified Stock) of or capital contribution to the Issuer to the extent permitted by this Indenture;

(5)any agreement as in effect on the Issue Date (including any tax sharing agreements) or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect); and

(6)transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business, consistent with past practice, and otherwise in compliance with the terms of this Indenture which are fair to the Issuer or its Subsidiaries, or are on terms at least as favorable as might reasonably have been obtained at such time in a comparable arms-length transaction with a Person that is not an Affiliate, in each case in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof.

SECTION 4.09. Change of Control

(a)Upon the occurrence of a Change of Control, unless all Securities have been called for redemption pursuant to Section 3.07, each Holder of Securities shall have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Securities pursuant to an offer on the terms set forth in this Indenture (a “Change of Control Offer”). In the Change of Control Offer, the Issuer shall offer a payment in cash equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase (the “Change of Control Payment”), subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date.

(b)The Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes and consummates a Change of Control Offer in a manner, at the times and otherwise in compliance with the requirements set forth in this

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Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under the Change of Control Offer.

SECTION 4.10. Compliance Certificates; Recordings and Opinions

(a)The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an Officers’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Issuer, stating that in the course of the performance by the signers of their duties as officers of the Issuer they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period.  If they do have such knowledge, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto.  The Issuer also shall comply with Section 314(a)(4) of the TIA.

(b)The Issuer shall furnish to the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent), on or before the time when the Issuer is required to provide annual reports pursuant to Section 4.02 with respect to the preceding fiscal year, an Opinion of Counsel:

(1)stating substantially that, in the opinion of such counsel, such action has been taken with respect to the recordings, registrations, filings, re-recordings, re-registrations and re-filings of this Indenture, the Collateral Documents and all financing statements, continuation statements or other instruments of further assurance as is necessary to maintain the Lien of this Indenture or any Collateral Documents in the Collateral and reciting with respect to the security interests in such Collateral the details of such action or referencing to prior Opinions of Counsel in which such details are given; or

(2)to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Lien under this Indenture and the Collateral Documents;

and the Issuer shall otherwise comply with the provisions of Section 314(b) of the TIA.

(c)The Issuer shall deliver to the Trustee, as soon as possible and in any event within five days after any Senior Officer of the Issuer becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or Default and the action which the Issuer proposes to take with respect thereto.

SECTION 4.11. Liens

The Issuer shall not, and shall not permit any of its Subsidiaries to, create, incur, assume, or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens.

SECTION 4.12. Additional Security Guarantees

(a)If the Issuer or any of its Subsidiaries acquires or creates another Subsidiary (other than a Foreign Subsidiary of the Issuer) after the Issue Date that becomes a borrower or

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guarantor under Credit Facilities, or an existing Subsidiary that had not previously been a borrower or a guarantor under the Credit Facilities becomes a borrower or a guarantor thereunder, then such Subsidiary shall become a Guarantor and execute a Security Guarantee in accordance with the provisions of this Indenture within 10 Business Days of the date on which it was acquired or created or became a guarantor or borrower under the Credit Facilities.

(b)Any Subsidiary that is required to become a Guarantor shall do so by executing and delivering to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto as provided in Section 9.01.

SECTION 4.13. Permitted Businesses

The Issuer shall not and shall not permit any of its Subsidiaries to, engage directly or indirectly, in any line of business other than Permitted Businesses, except to such extent as is not material to the Issuer and its Subsidiaries taken as a whole.

SECTION 4.14. Payments for Consent

The Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

SECTION 4.15. Payment of Taxes

The Issuer shall, and shall cause each of its Subsidiaries to, (a) pay, or provide for the payment, when due (subject to permitted extensions), of all material taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises and make all required withholding and other tax deposits and establish adequate reserves for the payment of all such items; and (b) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however,  neither the Issuer nor any of its Subsidiaries need pay any amount pursuant to clauses (a) or (b) above (i) the payment of which it is contesting in good faith by appropriate proceedings diligently pursued, and (ii) as to which the Issuer or its Subsidiary, as the case may be, has established proper reserves to the extent required under GAAP, or the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

SECTION 4.16. Limitation on Sale and Leaseback Transactions

The Issuer shall not, and shall not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction unless:

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(1)the consideration received in such Sale and Leaseback Transaction is at least equal to the fair market value of the property sold, as determined by a board resolution of the Board of Directors of the Issuer or by an Officers’ Certificate,

(2)prior to and after giving effect to the Attributable Debt in respect of such Sale and Leaseback Transaction, the Issuer and any such Subsidiary comply with Section 4.03; and

(3)at or after such time, the Issuer and any such Subsidiary comply with Section 4.06.

SECTION 4.17. Legal Existence and Good Standing

The Issuer shall, and shall cause each Guarantor to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence or qualification or good standing would reasonably be expected to have a material adverse effect, except, in each case, as permitted otherwise under this Indenture.

SECTION 4.18. Compliance with Laws

The Issuer shall, and shall cause each of its Subsidiaries to, comply with all applicable statutes, rules, regulations and orders of the United States, all states and municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their respective businesses and the ownership of their respective properties, except for such noncompliance as would not have a material adverse effect on the financial condition or results of operations of the Issuer and its Subsidiaries taken as a whole.

SECTION 4.19. Amendments to Existing Credit Facilities

The Issuer shall not agree to any amendment, restatement or refinancing to or of the Existing Credit Facilities (or any other agreement with the lenders under the Existing Credit Facilities that has the effect of an amendment, restatement or refinancing) after the Ninth Amendment Effective Date to the extent that the effect thereof would be to increase any of the percentages or other amounts or limits specifically set forth in the definition of Borrowing Base (or introduce new categories of property as components of the Borrowing Base) in effect on the Ninth Amendment Effective Date other than the introduction of up to 100% of cash of the Issuer and any one or more of its Subsidiaries as a category in such Borrowing Base in an amount not to exceed the aggregate undrawn face amount of all outstanding letters of credit issued under the Existing Credit Facilities.

ARTICLE V

MERGERS, CONSOLIDATION ETC.

SECTION 5.01. Merger, Consolidation, or Sale of All or Substantially All Assets

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The Issuer shall not consolidate or merge with or into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person.

SECTION 5.02. Merger or Consolidation of a Guarantor

(a)No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person (other than another Guarantor) unless:

(1)subject to the provisions of Section 5.02(b), the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental Indenture in form and substance reasonably satisfactory to the Trustee, under the Securities, the Collateral Documents applicable to such Guarantor, the Intercreditor Agreement and this Indenture; and

(2)immediately after giving effect to such transaction, no Default exists.

(b)Notwithstanding Section 5.02(a), any Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another jurisdiction if the Guarantor or successor entity, as applicable, remains a Guarantor.

(c)With respect to each transaction described in Sections 5.01, 5.02(a) and 5.02(b), the Issuer, such Guarantor or the relevant surviving entity, as applicable, shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral Documents on the Collateral pledged by such Person, together with such financing statements as may be required to perfect any security interests in such Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant jurisdiction.

(d)In the event of (i) a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or (ii) the sale or other disposition of Capital Stock of any Guarantor if as a result of such disposition, such Person ceases to be a Subsidiary of the Issuer, then the Person acquiring such assets (in the case of clause (i)) or such Guarantor (in the case of clause (ii)) shall be automatically released and relieved of any Obligations under its Security Guarantee; provided that such sale or other disposition is in compliance with this Indenture, including Sections 4.06 and 4.07 (it being understood that only such portion of the Net Proceeds or Net Loss Proceeds as is or is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be so applied).

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ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01.  Events of Default and Remedies.

(a)Each of the following constitutes an “Event of Default” under this Indenture:

(1)default for 30 days in the payment when due of interest on the Securities;

(2)default in payment when due of the principal of the Securities (whether at its Stated Maturity, upon repurchase, acceleration, optional redemption or otherwise);

(3)failure by the Issuer to comply with Section 4.09 or Section 5.01;

(4)failure by the Issuer for 60 days after receipt of notice given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities outstanding specifying such failure to comply with any of its other agreements in this Indenture, the Securities or the Collateral Documents;

(5)failure by the Issuer or any Guarantor to deposit in a Collateral Account any Net Proceeds in respect of an Asset Sale or Net Loss Proceeds in respect of an Event of Loss, in each case, to the extent required to be so deposited under this Indenture, for a period of more than 10 days after the date such deposit was required to be made;

(6)the failure by the Issuer or any Subsidiary that is a Significant Subsidiary to pay any Debt within any applicable grace period after final maturity or acceleration by the holders thereof because of a default if the total amount of such Debt unpaid or accelerated at the time exceeds $10,000,000;

(7)any judgment or decree for the payment of money in excess of $10,000,000 (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) is entered against the Issuer or any Subsidiary that is a Significant Subsidiary and is not discharged, waived or stayed and either (A) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (B) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed;

(8)except as permitted by this Indenture, any Security Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Security Guarantee;

(9)the Liens created by the Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be covered thereby  other than in accordance with the terms of the relevant Collateral Document, the

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Intercreditor Agreement and this Indenture and other than the satisfaction in full of all obligations under this Indenture or the release or amendment of any such Lien in accordance with the terms of this Indenture, the Intercreditor Agreement or the Collateral Documents, or the Issuer or any Guarantor shall have repudiated or disaffirmed their obligations under the Collateral Documents or the determination in a judicial proceeding that the Collateral Documents are unenforceable or invalid against any of the Issuer or any Guarantor, except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of this Indenture, the Intercreditor Agreement and the relevant Collateral Document, any of the Collateral Documents or the Intercreditor Agreement shall for whatever reason be terminated or cease to be in full force and effect, if in either case, such default continues for 30 days after notice, or the enforceability thereof shall be contested by the Issuer; and

(10)the Issuer, any Guarantor or any Subsidiary of the Issuer that is a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A)commences a voluntary case;

(B)consents to the entry of an order for relief against it in an involuntary case;

(C)consents to the appointment of a Custodian of it or for any substantial part of its property;

(D)makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency; or

(11)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)is for relief against the Issuer, any Guarantor or any Subsidiary of the Issuer that is a Significant Subsidiary in an involuntary case;

(B)appoints a Custodian of the Issuer or any Subsidiary that is a Significant Subsidiary or for any substantial part of its property; or

(C)orders the winding up or liquidation of the Issuer or any Subsidiary that is a Significant Subsidiary;

or any similar relief is granted under any foreign laws and the order or decree relating thereto remains unstayed and in effect for 60 days.

(b)The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effect by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

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(c)The term “Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for the relief of debtors.  For purposes of this Section, the term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

(d)A Default under clause (4) of Section 6.01(a) is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities notify the Issuer in writing by registered or certified mail, return receipt requested, of the Default and the Issuer does not cure such Default within the time specified in clause (4) of Section 6.01(a) after receipt of such notice.  Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

SECTION 6.02.  Acceleration.

(a)If an Event of Default (other than an Event of Default specified in Section 6.01(a)(10) or (11) with respect to the Issuer or a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Issuer in writing, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities by notice in writing to the Issuer, may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable.  Upon such a declaration, such principal and interest shall be due and payable immediately.  Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(a)(10) or (11) with respect to the Issuer or a Significant Subsidiary occurs, the principal of and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

(b)At any time after a declaration of acceleration with respect to the Securities as described in Section 6.02(a), the Holders of a majority in aggregate principal amount of the Securities may rescind and cancel such declaration and its consequences:  (i) if the rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and (iv) if the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its expenses, disbursements and advances.  No such rescission shall affect any subsequent Default or impair any right consequent thereto.

(c)In the event of a declaration of acceleration of the Securities because an Event of Default described in Section 6.01(a)(6) has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled, and the Event of Default shall be considered waived, if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(6) shall be remedied or cured by the Issuer or a Subsidiary of the Issuer or waived by the holders of the relevant Debt within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Securities would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all other existing Events of Default, except nonpayment of principal, premium or interest on the Securities that became due solely because of the acceleration of the Securities, have been cured or waived.

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SECTION 6.03.  Other Remedies.

(a)Subject to the provisions of the Intercreditor Agreement, if an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

(b)Subject to the provisions of the Intercreditor Agreement, the Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative (to the extent permitted by law).

(c)Subject to the provisions of the Intercreditor Agreement and Collateral Documents, the Trustee shall have the authority to direct the Collateral Agent to institute and to maintain such suits and proceedings as the Trustee may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of the Securities in the Collateral (including suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interests or be prejudicial to the interests of the Holders of the Securities).

(d)If any Event of Default occurs and is continuing, the Trustee may in its sole discretion exercise any remedies available to it pursuant to the Collateral Documents with respect to the First Lien Collateral, or, if so directed, shall exercise such remedies with respect to the First Lien Collateral as directed by the Holders of at least a majority in principal amount of the then outstanding Securities.

SECTION 6.04.  Waiver of Past Defaults.  The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default and its consequences under this Indenture except a continuing Event of Default in the payment of interest on, or the principal of, the Securities.  When a Default is waived, it is deemed cured and ceases to exist and any Event of Default arising therefrom shall be deemed to have been cured and waived for every purpose under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.  Nothing in this indenture shall be read to prevent the cure of any Event of Default.

SECTION 6.05.  Control by Majority.  The Holders of a majority in aggregate principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee by this Indenture.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided,

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however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.  Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 6.06.  Limitation on Suits.

(a)Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to this Indenture, the Securities or the Security Guarantees unless:

(1)such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)Holders of at least 25% in aggregate principal amount of the outstanding Securities have requested to the Trustee to pursue the remedy;

(3)such Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4)the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5)the Holders of a majority in aggregate principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period.

(b)A Holder shall not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any actions or forbearances are unduly prejudicial to such Holders).

SECTION 6.07.  Rights of Holders to Receive Payment.  Subject to the Intercreditor Agreement, notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.  Collection Suit by Trustee.  Subject to the Intercreditor Agreement, if an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

SECTION 6.09.  Trustee May File Proofs of Claim.  Subject to the Intercreditor Agreement, the Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer, any Subsidiary or any Guarantor, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the

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Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

SECTION 6.10.  Priorities.  If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST:  to the Trustee for amounts due under Section 7.07 and the Collateral Agent for any amounts, expenses, costs or liabilities owed to or incurred by it relating to or in connection with any Collateral Document;

SECOND:  to Holders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

THIRD:  subject to the Intercreditor Agreement, to the Issuer.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section.  At least 15 days before such record date, the Trustee shall mail to each Holder and the Issuer a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11.  Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities.

SECTION 6.12. Waiver of Usury Stay or Extension Laws

Neither the Issuer nor any Guarantor (to the extent they may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and each Guarantor (to the extent that they may lawfully do so) expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power granted in this Indenture to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE VII

TRUSTEE

SECTION 7.01.  Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b)Except during the continuance of an Event of Default:

(1)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)The Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1)this Section 7.01(c) does not limit the effect of Section 7.01(b);

(2)the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 or exercising any trust or power conferred upon the Trustee, or exercising any trust or power conferred upon the Trustee.

(d)Every provision of this Indenture that in any way relates to the Trustee is subject to Section 7.01(a), 7.01(b) and 7.01(c).

(e)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(f)Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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(g)No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

SECTION 7.02.  Rights of Trustee.  Subject to Section 7.01:

(a)The Trustee may conclusively rely, and shall be protected in acting or refraining from acting, upon any document believed by it to be genuine and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in any such document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.

(c)The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e)The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Securities at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(g)The Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture.

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(h)The permissive rights of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty to take such action.

(i)The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(j)The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, including a signature sample, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.  Such Officers’ Certificate may not be signed by any person specified therein.

(k)any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer request and any resolution of the Board of Directors may be sufficiently evidenced by a board resolution.

(l)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(m)in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(n)In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 7.03.  Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.  Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and 7.11 and Sections 310(b) and 311 of the TIA.

SECTION 7.04.  Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in

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connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.

SECTION 7.05.  Notice of Defaults.   Subject to the next sentence, if a Default occurs and is continuing and is known to the Trustee, the Trustee shall mail to each Holder notice of the Default.  Except in the case of a Default in the payment of principal of, premium, if any, or interest on any Security, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of Holders.  Notwithstanding anything to the contrary expressed in this Indenture, the Trustee shall not be deemed to have knowledge of any Default hereunder, except in the case of an Event of Default under Section 6.01(a)(1) or (2) (provided that the Trustee is Paying Agent), unless and until a Trust Officer receives written notice thereof at its Corporate Trust Office, from the Issuer or a Holder that such Default has occurred.

SECTION 7.06.  Reports by Trustee to Holders.  The Trustee shall transmit to the Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the TIA at the times and in the manner provided pursuant thereto.  To the extent that any such report is required by the TIA with respect to any 12-month period, such report shall cover the 12-month period ending January 1 and shall be transmitted by the next succeeding March 1 .  The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year (other than fiscal years ending prior to the Issue Date), an Officer’s Certificate indicating whether the signers thereof actually know of any Default that occurred during the previous year.

A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange (if any) on which the Securities are listed.  The Issuer agrees to notify promptly the Trustee in writing whenever the Securities become listed on any stock exchange and of any delisting thereof.

SECTION 7.07.  Compensation and Indemnity.  The Issuer shall pay to the Trustee from time to time such compensation as is agreed to in writing by the Trustee and Issuer for the Trustee’s services hereunder.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall reimburse the Trustee upon request for all out-of-pocket disbursements, advances and expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.  Such expenses shall include the compensation and expenses of the Trustee’s counsel, accountants and experts.  The Issuer and each Guarantor, jointly and severally, shall indemnify the Trustee and its officers, directors, shareholders, agents and employees (each, an “Indemnified Party”) for and hold each Indemnified Party harmless against any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by them without negligence or willful misconduct on their part arising out of or in connection with the acceptance or administration of this Indenture or the Securities and the performance of their duties hereunder, including the cost and expense of enforcing this Indenture against the Issuer (including this Section 7.07), and defending itself against any claim (whether asserted by a Holder or any other person).  The Trustee, in its capacity as Paying Agent, Registrar, Custodian and agent for service of notice and demands, and the Trustee’s officers, directors, shareholders, agents and employees,

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when acting in such other capacity, shall have the full benefit of the foregoing indemnity as well as all other benefits, rights and privileges accorded to the Trustee in this Indenture when acting in such other capacity.  The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon receiving written notice thereof; provided that any failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity obligations hereunder.  The Issuer shall defend the claim and the Indemnified Party shall provide reasonable cooperation at the Issuer’s expense in the defense.  Such Indemnified Parties may have separate counsel and the Issuer shall pay the fees and expenses of such counsel; provided that the Issuer shall not be required to pay such fees and expenses if it assumes such Indemnified Parties’ defense and, in such Indemnified Parties’ reasonable judgment, there is no conflict of interest between the Issuer and such parties in connection with such defense.  The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an Indemnified Party through such party’s own willful misconduct, negligence or bad faith.

The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities.  The Trustee’s right to receive payment of any amounts due under this Indenture shall not be subordinated to any other Debt of the Issuer and the Securities shall be subordinate to the Trustee’s rights to receive such payment.

The Issuer’s payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee.  When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(a)(10) or (11) with respect to the Issuer or a Significant Subsidiary, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

SECTION 7.08.  Replacement of Trustee.  The Trustee may resign at any time by so notifying the Issuer in writing.  The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and the Issuer in writing and may appoint a successor Trustee.  The Issuer shall remove the Trustee if:

(1)the Trustee fails to comply with Section 7.10;

(2)the Trustee is adjudged bankrupt or insolvent;

(3)a receiver or other public officer takes charge of the Trustee or its property; or

(4)the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the “retiring Trustee”), the Issuer shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the

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Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in aggregate principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Issuer.

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s and Guarantors’ obligations under Section 7.07 and rights under Section 7.02 shall continue for the benefit of the retiring Trustee.

SECTION 7.09.  Successor Trustee by Merger, Etc.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee, provided, that such Person shall be qualified and eligible under this Article VII.

In case at the time such successor or successors by consolidation, merger, conversion or transfer shall succeed to the trusts created by this Indenture, any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10.  Eligibility; Disqualification.  The Trustee shall at all times satisfy the requirements of TIA § 310(a).  The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.  The Trustee shall comply with TIA § 310(b)[; provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met].

SECTION 7.11.  Preferential Collection of Claims Against Issuer.  The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

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ARTICLE VIII

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.  Legal Defeasance and Covenant Defeasance.

(a)The Issuer may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.01(b) or 8.01(c) be applied to all outstanding Securities upon compliance with the conditions set forth below in this Article VIII.

(b)Upon the Issuer’s exercise under Section 8.01(a) of the option applicable to this Section 8.01(b), the Issuer and each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.02, be deemed to have been discharged from their obligations with respect to the Securities, any Security Guarantees, the Collateral Documents and the Intercreditor Agreement on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuer and each Guarantor shall be deemed to have paid and discharged the entire Debt represented by the outstanding Securities and any Security Guarantee, which Securities and Security Guarantees shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all their other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:  (i) the rights of Holders of outstanding Securities to receive solely from the trust fund described in Article VIII, as more fully set forth in such Article, payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due, (ii) the Issuer’s obligations with respect to the Securities under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09, 7.07 and 7.08, which shall survive until the Securities have been paid in full (thereafter, the Issuer’s obligations in Section 7.07 shall survive), and (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantor’s obligations in connection therewith and (iv)  this Section 8.01 and Section 8.02.  Subject to compliance with this Article VIII, the Issuer may exercise its Legal Defeasance option notwithstanding the prior exercise of its Covenant Defeasance option.

(c)Upon the Issuer’s exercise under Section 8.01(a) of the option applicable to this Section 8.01(c), subject to the satisfaction of the conditions set forth in Section 8.02, each Guarantor shall be released from its Security Guarantee and  the Issuer and each Guarantor shall be released from their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18 and 4.19 with respect to the outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration of act of Holders (and the consequences of any thereof) in connection with such Sections, but shall continue to be deemed “outstanding” for all the other purposes hereunder.  For this purpose, Covenant Defeasance means that, with respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any reference in

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any such Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.  In addition, upon the Issuer’s exercise of its Covenant Defeasance option, subject to the satisfaction of the conditions set forth in Section 8.02, Sections 6.01(a)(3), 6.01(a)(4) (with respect to compliance with Sections 4.02, 4.05, 4.08, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18, 4.19), 6.01(a)(5), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8) (with respect to Subsidiaries of the Issuer only), 6.01(a)(9) or Sections 6.01(a)(10) or (11) (with respect to Subsidiaries of the Issuer only) shall not constitute Events of Default.

SECTION 8.02.  Conditions to Legal or Covenant Defeasance.  In order to exercise either Legal Defeasance or Covenant Defeasance:

(a)the Issuer or the Guarantors must irrevocably deposit with the Trustee (or another qualifying trustee, collectively, for purposes of this Section 8.02 and Section 8.04, the term “Trustee” shall include any such qualifying trustee), in trust, for the benefit of the Holders, cash in United States dollars, Government Notes, or a combination thereof, in such amounts as shall be sufficient (without reinvestment), in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants, to pay the principal of and interest on the outstanding Securities on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Securities are being defeased to maturity or to a particular redemption date;

(b)in the case of Legal Defeasance, the Issuer or the Guarantors shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions: (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, and, in either case to the effect that, the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States, reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)no Default (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) shall have occurred and be continuing on the date of such deposit;

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(e)such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Securities are in default within the meaning of the TIA;

(f)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

(g)the Issuer or the Guarantors shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer or the Guarantors, as applicable, or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or the Guarantors, as applicable, or others; and

(h)the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 8.03.  Satisfaction and Discharge of Indenture.  Upon the request of the Issuer, this Indenture shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Securities, as expressly provided for herein or pursuant hereto), the Issuer and the Guarantors shall be discharged from their obligations under the Securities and the Security Guarantees, and the Trustee, at the written direction and expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Security Guarantees, the Collateral Documents and the Securities when:

(a)either (i) all the Securities theretofore authenticated and delivered (other than mutilated, destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation or (ii) all Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, (B) will become due and payable at maturity within one year or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee funds in trust for such purpose in an amount sufficient to pay and discharge the entire Debt on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any, on) and interest on the Securities to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or redemption date, as the case may be;

(b)the Issuer has paid or caused to be paid all sums payable under this Indenture by the Issuer;

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(c)the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(d)the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be; and

(e)the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture, the Security Guarantees and the Securities have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a)(ii) of this Section, the obligations of the Trustee and the Paying Agent under Section 8.04 and Section 2.04 shall survive such satisfaction and discharge.

SECTION 8.04.  Deposited Money and Government Notes to be Held in Trust; Other Miscellaneous Provisions.  Subject to Section 8.05, all money and Government Notes (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.02 or 8.03 in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Notes deposited pursuant to Section 8.02 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer any money or Government Notes held by it as provided in Section 8.02 or 8.03 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.02(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.05.  Repayment to Issuer.  Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or interest on any Security and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

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SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent is unable to apply any United States dollars or Government Notes in accordance with this Article VIII by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with this Article VIII; provided, however, that, if the Issuer or any Guarantor makes any payment of principal of, premium or interest on any Security following the reinstatement of its obligations, the Issuer or any Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENTS

SECTION 9.01.  Without Consent of Holders.  The Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities, the Security Guarantees, the Collateral Documents and the Intercreditor Agreement without notice to or consent of any Holder to:

(1)cure any ambiguity, defect or inconsistency;

(2)provide for uncertificated Securities in addition to or in place of certificated Securities;

(3)provide for the assumption of any Guarantor’s obligations to Holders of Securities in the case of a merger, consolidation or sale of assets, permitted to be granted to third parties, or amend, restate or assign the Collateral Documents or the Intercreditor Agreement in connection with a refinancing of the Existing Credit Facilities in accordance with the provisions of this Indenture, the Collateral Documents or the Intercreditor Agreement or provide for additional Guarantors or to add collateral;

(4)make any change that would provide any additional rights or benefits to the Holders of Securities;

(5)comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or

(6)provide for the issuance of Additional Securities and PIK Securities under this Indenture in accordance with the limitations set forth in this Indenture as of the Issue Date.

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After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment.  The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.02.  With Consent of Holders.  The Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities or the Security Guarantees without notice to any Holder but, subject to the next succeeding paragraph, with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), and any existing default or compliance with any provisions of this Indenture, the Securities and the Security Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a purchase of or tender offer or exchange offer for Securities).  Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver shall not (with respect to any Securities held by a non-consenting Holder):

(1)reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;

(2)reduce the principal of or change the fixed maturity of any Security or change the dates (to earlier dates) of, redemption of any Security (other than dates under Section 4.06, 4.07 or 4.09);

(3)reduce the rate of or change the time for payment of interest on any Security;

(4)waive a Default in the payment of principal of or interest on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities then outstanding and a waiver of the payment default that resulted from such acceleration);

(5)make any Security payable in money other than that stated in the Securities;

(6)impair the rights of Holders to receive payments of principal of or interest on the Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any Securities;

(7)make any change in this Section 9.02; or

(8)except as permitted by this Indenture, release any Security Guarantee or substantially all of the Collateral other than in accordance with this Indenture, the Collateral Documents or the Intercreditor Agreement.

Any amendment to, or waiver of, the provisions of this Indenture or any Collateral Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Securities or otherwise modify the Intercreditor Agreement in any manner adverse

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in any material respect to the Holders shall require the consent of the Holders of at least 66-2/3% in aggregate principal amount of Securities then outstanding.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment.  The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.03.  Compliance with TIA.  Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 9.04.  Revocation and Effect of Consents and Waivers.

(a)A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security.  However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives written notice of revocation before the date the requisite number of consents are received by the Issuer or the Trustee.  After an amendment or waiver becomes effective, it shall bind every Holder.  An amendment or waiver becomes effective once the requisite number of consents are received by the Issuer or the Trustee and any other conditions to effectiveness of such consent specified in the amendment or waiver are satisfied.

(b)The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture.  If a record date is fixed, then notwithstanding Section 9.04(a), those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date.

SECTION 9.05.  Notation on or Exchange of Securities.  If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee.  The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder.  Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms.  Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

SECTION 9.06.  Trustee to Sign Amendments.  The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not sign it.  In signing such amendment the Trustee shall be entitled to receive indemnity satisfactory to it and

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shall be provided with, and (subject to Section 7.01) shall be fully protected in conclusively relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture that such amendment is the legal, valid and binding obligation of the Issuer and the Guarantors enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).

ARTICLE X

COLLATERAL AND SECURITY

SECTION 10.01. Collateral Documents.     The Obligations of the Issuer under the Securities, the Indenture and the Collateral Documents are secured by first-priority mortgages or deeds of trust in the First Lien Collateral and second-priority mortgages or deeds of trust in the Second Lien Collateral, subject to Permitted Collateral Liens, which mortgages and deeds of trust the Guarantors owning the First Lien Collateral and the Second Lien Collateral have entered into simultaneously with the execution of this Indenture, or in certain circumstances, will enter into subsequent to the Issue Date, and will be secured as provided therein and in the other Collateral Documents and the Intercreditor Agreement.  The Collateral Agent’s Liens on the Collateral shall be recourse only to the Real Estate subject to such Lien and not the owner thereof if other than the Issuer and will not secure the Obligations of any Guarantor in respect of its Note Guarantee.

SECTION 10.02. Collateral Agent.

(a)The Issuer hereby appoints Deutsche Bank Trust Company Americas to act as Collateral Agent, and the Collateral Agent shall have the privileges, powers and immunities as set forth herein and in the Collateral Documents and the Intercreditor Agreement.  The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case, pursuant to the terms of the Collateral Documents and the Intercreditor Agreement, and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents, the Intercreditor Agreement and any agreement which replaces (in substantially similar form) the Intercreditor Agreement. Subject to the Intercreditor Agreement, the Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it may deem necessary or appropriate.

(b)Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection or any security interest in the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in

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good faith.  Neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the respective grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.  The Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any Collateral Document by the Issuer, any secured parties or the Collateral Agent.

(c)The Trustee and the Collateral Agent are hereby authorized and directed to enter into any applicable Collateral Documents.  The Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture). Except as directed by the Trustee as required or permitted by this Indenture or as required or permitted by the Collateral Documents and the Intercreditor Agreement, the Collateral Agent will not be obligated:

(1)to act upon directions purported to be delivered to it by any other Person;

(2)to foreclose upon or otherwise enforce the Collateral Agent’s Liens; or

(3)to take any other action whatsoever with regard to any or all of the Collateral Agent’s Liens, Collateral Documents, the Intercreditor Agreement or Collateral.

(d)The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Collateral Agent’s Liens or the Collateral Documents and the Intercreditor Agreement.

(e)In acting as Collateral Agent or co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may conclusively rely upon and enforce for its own benefit each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, each of which shall also be deemed to be for the benefit of the Collateral Agent and each co-Collateral Agent.

(f)At all times when the Trustee is not itself the Collateral Agent, the Issuer will deliver to the Trustee copies of all Collateral Documents and the Intercreditor Agreement delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents and the Intercreditor Agreement.

SECTION 10.03. Authorization of Actions to be Taken.

(a)Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Collateral Document and Intercreditor Agreement, as originally in effect on the Issue Date and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent

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to execute and deliver the Collateral Documents and the Intercreditor Agreement to which it is a party and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities and to perform its obligations and exercise its rights and powers thereunder.

(b)The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the Holders of Securities any funds collected or distributed under the Collateral Documents and the Intercreditor Agreement to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Securities according to the provisions of this Indenture.

(c)Subject to the provisions of Section 7.01, Section 7.02 and the Intercreditor Agreement, the Trustee may, in its sole discretion and without the consent of the Holders of Securities, direct, on behalf of the Holders of Securities, the Collateral Agent to take all actions it may deem necessary or appropriate in order to:

(1)foreclose upon or otherwise enforce any or all of the Collateral Agent’s Liens; or

(2)enforce any of the terms of the Collateral Documents and the Intercreditor Agreement to which the Collateral Agent or Trustee is a party.

Subject to the Intercreditor Agreement, Section 7.01 and Section 7.02, the Trustee is authorized and empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient or as may be necessary to protect or enforce the Collateral Agent’s Liens or the Collateral Documents and Intercreditor Agreement to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Collateral Documents and the Intercreditor Agreement to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Securities in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders of Notes, the Trustee or the Collateral Agent.

(d)                Unless otherwise specifically stated herein, whenever reference is made in this Indenture to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent to any amendment, waiver or other modification of this Indenture to be executed (or not to be executed) by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of  discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be acting, giving, withholding, suffering, omitting, making or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in accordance with this Indenture and the Intercreditor Agreement.  This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

SECTION 10.04.  Maintenance of Collateral.

(a)The Issuer shall, and shall cause its Subsidiaries to, maintain the Collateral in good, safe and insurable operating order, condition and repair (ordinary wear and tear excepted) and do all other acts as may be reasonably necessary or appropriate to maintain and preserve the value of the Collateral in all material respects.

(b)The Issuer shall, and shall cause its Subsidiaries to, pay all real estate and other taxes (except for those being contested in good faith and for which adequate reserves have been made), and maintain in full force and effect all material permits and certain insurance coverages, except to the extent that the failure to maintain such permits and coverages follows the sale of the assets to which such permits or coverages relate.

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SECTION 10.05.  Further Assurances.

Subject to the Intercreditor Agreement, the Issuer shall, and shall cause its Subsidiaries to, at their sole expense, execute, acknowledge and deliver such documents and instruments and take such other actions, as may be necessary or as the Collateral Agent or the Trustee may reasonably request to create, protect, assure, perfect, transfer and confirm the Liens (subject to Permitted Collateral Liens), benefits, property and rights conveyed or intended to be conveyed by this Indenture or the Collateral Documents for the benefit of the Holders and the Trustee, including with respect to After-Acquired Property.

SECTION 10.06.  Real Estate Mortgages and Filings.

With respect to any fee interest in certain real property (individually and collectively, the “Premises”) constituting Collateral on the Issue Date, or substitute Second Lien Collateral substituted in accordance with the provisions described under Section 10.09 below:

(a)With regard to any First Lien Collateral, the Issuer shall deliver to the Collateral Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of mortgages or deeds of trust, each dated as of the Issue Date or, if later, the date such property is substituted in accordance with Section 10.09(b), in accordance with the requirements of this Indenture and/or the Collateral Documents, duly executed by the Issuer or its applicable Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such mortgage or deed of trust (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected first-priority Lien (subject to Permitted Liens of the type described in clauses (2), (5) and (6) of the definition thereof and, in the case of clauses (2) and (5), in an amount not to exceed $400,000 in the aggregate) against the properties purported to be covered thereby, and an environmental indemnity relating to such properties that will be subordinated in right of payment to the same extent as the Security Guarantees;

(b)With regard to any Second Lien Collateral, subject to the Intercreditor Agreement, the Issuer shall deliver to the Collateral Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of mortgages or deeds of trust, each dated as of the Issue Date or, if later, the date such property is pledged to secure Obligations under the Existing Credit Facilities, in accordance with the requirements of this Indenture and/or the Collateral Documents, duly executed by the Issuer or its applicable Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such mortgage or deed of trust (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject to Permitted Collateral Liens) against the properties purported to be covered thereby, and an environmental indemnity relating to such properties that will be subordinated in right of payment to the same extent as the Security Guarantees; and

(c)The Collateral Agent shall have received mortgagee’s title insurance policies or date-down endorsements to the existing title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of itself and the Trustee, the Holders of the Securities, in the form necessary, with respect to the property purported to be covered by such mortgage or deed of trust, to insure that the interests created by the mortgage or deed of trust constitute valid first-

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priority or second-priority Liens, as applicable, on such property free and clear of all Liens, defects and encumbrances (subject to Permitted Collateral Liens), including,  to the extent available at a commercially reasonable premium, the endorsements equivalent to those delivered in connection with the Existing Credit Facilities and shall be accompanied by evidence of the payment in full of all premiums thereon.

SECTION 10.07. Impairment of Security Interest

Subject to the rights of the holders of Permitted Collateral Liens, the Issuer shall not, and shall not permit any of its Subsidiaries to, take or omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interests in the Collateral for the benefit of the Trustee and the Holders. The Issuer shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Collateral Documents in any way that would be adverse to the Holders in any material respect, except as permitted under this Indenture or the Intercreditor Agreement.

SECTION 10.08. After-Acquired Property

Upon the acquisition by the Issuer or any Subsidiary of any After-Acquired Property, the Issuer or such Subsidiary shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and Opinions of Counsel as shall be necessary to vest in the Collateral Agent a perfected first priority security interest in all First Lien After-Acquired Property and a perfected second priority security interest in all Second Lien After-Acquired Property and to have such After-Acquired Property added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect.

SECTION 10.09.  Substitution of Collateral.

(a)The Issuer may from time to time provide substitute Real Estate collateral (the “Substituted Property”) for any Collateral constituting Second Lien Collateral, or, only in the circumstances described in Section 10.09(b), for any Collateral constituting First Lien Collateral; provided that, except as described below, for each such substitution of Second Lien Collateral (a “Property Substitution”), the requirements under Credit Facilities and the Intercreditor Agreement are satisfied with respect to such Property Substitution and the applicable Substituted Property, including that, in the event of such substitution, the Securities are secured by a Lien on any such substitute collateral that is subordinate only to (x) any Lien securing Designated Senior Debt and (y) Permitted Liens described in clause (6) of the definition of “Permitted Liens” or arising by operation of law, and the following conditions are satisfied with respect to such Property Substitution and the applicable Substituted Property:

(1)no Default or Event of Default has occurred and is continuing both before and after giving effect to such Property Substitution;

(2)the applicable Substituted Property is free and clear of all Liens other than Permitted Collateral Liens;

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(3)Trustee shall have received an appraisal for the applicable Substituted Property (the “Substituted Property Appraisal”) , dated no more than six (6) months prior to the date of such Property Substitution;

(4)the appraised value of the applicable Substituted Property, as set forth in the Substituted Property Appraisal shall be equal to or greater than the value of the portion of the Collateral being replaced (the “Replaced Property”);

(5)the Trustee and the Collateral Agent shall have received each of the following:

(i)a fully executed Mortgage of applicable priority (the “Substituted Property Mortgage”) with respect to each parcel of the Substituted Property, in substantially the form of the Collateral Documents delivered on or prior to the Issue Date, with such modifications thereto as shall be reasonably required with respect to the local jurisdictions in which the Substituted Property is located;

(ii)an ALTA extended coverage title policy or policies, in customary form and substance and in customary amounts and with customary endorsements, with respect to each Substituted Property Mortgage;

(iii)duly executed and filed UCC-3 Termination Statements or such other instruments or evidence as shall be necessary to terminate and satisfy all Liens (other than Permitted Collateral Liens), if any, on the Substituted Property;

(iv)an Opinion of Counsel in a form, scope and substance reasonably acceptable to the Collateral Agent to the effect that the Property Substitution is in compliance with this Indenture; and

(v)an Officers’ Certificate in a form, scope and substance reasonably acceptable to the Collateral Agent to the effect that all conditions to such Property Substitution are satisfied; and

(6)Issuer shall have paid all reasonable costs related to such Property Substitution, including, but not limited to, reasonable attorney’s fees or fees related to appraisers, consultants and the Collateral Agent, filing fees and the cost of ALTA extended coverage title policies for the Substituted Property required above, in connection with any request for Property Substitution, and as a condition to such substitution, the Issuer shall have provided evidence to the Trustee and the Collateral Agent that the Issuer has paid, or made arrangement for the payment of, all such costs which became due and payable prior to or concurrently with such Property Substitution.

(b)If after the Issue Date, the results of one or more surveys cause the appraisals obtained prior to the Issue Date to be revised so that the aggregate appraised value of the First Lien Collateral is less than $19,250,000, the Issuer shall provide additional First Lien Collateral (including by way of substitution) so that the aggregate appraised value of the First Lien Collateral is between $19,250,000 and $20,000,000 (plus, if it is necessary to pledge a pool of assets whose aggregate value is greater than $20,000,000 in order to generate a pool of assets whose aggregate value is at least $19,250,000, such additional amount as permitted pursuant to

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the Existing Credit Facilities).  Any such substitution of First Lien Collateral will be subject to satisfaction of the conditions precedent described in Section 10.09(a) (1) – (6) for a substitution of Second Lien Collateral, as well as the following requirements:

(1)the aggregate value of Permitted Collateral Liens, of the type described in clauses (2) and (5) of the definition of “Permitted Liens”, on First Lien Collateral cannot exceed $400,000, and there shall be no Permitted Liens on First Lien Collateral other than those described in clauses (2), (5) and (6) of the definition of “Permitted Liens”; and

(2)the Issuer shall not have any Liens of the type described in clause (5) of the definition of “Permitted Liens” on First Lien Collateral unless any such Lien has been fully bonded and is being actively contested in good faith by the Issuer.

(c)Notwithstanding the foregoing, with respect to Second Lien Collateral only, each requirement set forth above shall be deemed to be acceptable to the Trustee  and the Collateral Agent to the extent that the documentation relating to each such requirement is substantially in the form delivered to the Representative for, or the required holders of, the Designated Senior Debt in respect of such substitution of Second Lien Collateral, as certified in an Officers’ Certificate delivered by the Issuer to the Collateral Agent five Business Days prior to the proposed date of substitution of Substituted Property.

(d)Upon a substitution of Substituted Property, all Liens on the Replaced Property in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Securities shall be released and the Collateral Agent and the Trustee shall execute such documents and take such further action as reasonably requested in writing by the Issuer, in furtherance of the substitution.  For the avoidance of doubt, following the substitution of any Replaced Property with any Substituted Property in accordance with this Section, such Replaced Property shall no longer constitute Collateral for any purpose under Securities and the Collateral Documents.

SECTION 10.10.  Release of Liens.

(a)The Liens on the Collateral securing the Securities shall, upon compliance by the Issuer with Sections 10.10(b), if applicable, and 10.10(d) if the Issuer delivers to the Trustee all documents required by the TIA, automatically and without the need for further action by any Person (except as set forth below), so long as such release is in compliance with the TIA, be released:

(1)in whole, upon payment in full of the principal of, and accrued and unpaid interest, if any, on the Securities;

(2)in whole, upon satisfaction and discharge of this Indenture as set forth in Section 8.03;

(3)in whole, upon a legal or covenant defeasance as set forth under Section 8.01;

(4)in whole or in part, as to any asset constituting Collateral in accordance with, and as expressly provided for under, this Indenture, including upon an Asset Sale as

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described under Section 4.06, the Collateral Documents or the Intercreditor Agreement; and

(5)with the consent of Holders of a majority in aggregate principal amount of the Securities (or, in the case of a release of all or substantially all Collateral, each  of the Securities affected thereby).

(b)Liens on the Second Lien Collateral will be released:

(1)in whole, upon (a) payment in full of all outstanding Obligations under the Existing Credit Facilities and the Securities then outstanding, due and payable at the time such Obligations are paid in full and (b) termination or expiration of all commitments to extend credit under all the Existing Credit Facilities and the cancellation or termination or cash collateralization of all outstanding letters of credit issued pursuant to the Existing Credit Facilities;

(2)as to any Second Lien Collateral (x) that is sold, transferred or otherwise disposed of by the Issuer or a Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Issuer or another Guarantor in a transaction or other circumstance that is permitted by the terms of the Existing Credit Facilities or is otherwise consented to by the required lenders thereunder; provided, that the proceeds of such sale, transfer or other disposition are thereafter applied in accordance with Section 4.06 or (y) that is released, substituted or replaced by the Issuer or a Guarantor in connection with a substitution of Collateral in accordance with the provisions of the Existing Credit Facilities; provided, that in the case of a release under such circumstances, the Securities are secured by a Lien on such replacement or substitute collateral that is subordinate only to (i) any Lien securing Obligations under the Existing Credit Facilities, and (ii) other Permitted Collateral Liens;

(3)as to a release of less than all or substantially all of the Second Lien Collateral, if consent to the release of all Liens in favor of the holders of Debt under the Existing Credit Facilities on such Second Lien Collateral has been given by the required lenders thereunder (as defined under the Existing Credit Facilities) (other than in connection with a repayment in full of all Obligations under the Existing Credit Facilities); and

(4)as to a release of all or substantially all of the Second Lien Collateral, if (a) consent to the release of that Second Lien Collateral has been given by the requisite percentage or number of holders of Obligations outstanding under the Existing Credit Facilities and the Securities and (b) the Issuer has delivered an Officers’ Certificate to the Collateral Agent and the collateral agent under the Existing Credit Facilities certifying that all such necessary consents have been obtained.

(c)If an instrument confirming the release of the Collateral Agent’s Liens pursuant to Section 10.10(a) and, if applicable, Section 10.10(b) is requested by the Issuer or a Subsidiary, then upon delivery to the Trustee of an Officers’ Certificate requesting execution of such an instrument, accompanied by:

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(1)all instruments requested by the Issuer or such Subsidiary to effectuate or confirm such release; and

(2)such other certificates and documents as the Trustee or Collateral Agent may request to confirm the matters set forth in Section 10.10(a) or 10.10(b), as applicable, that are required by this Indenture, the Collateral Documents and the Intercreditor Agreement,

the Trustee will, if such instruments and documents are satisfactory to the Trustee and Collateral Agent, instruct the Collateral Agent to execute and deliver, and the Collateral Agent will promptly execute and deliver, such instruments.  The Trustee or the Collateral Agent shall promptly execute and deliver such instruments and cause to be released and reconveyed to the Issuer, or its applicable Subsidiary, as the case may be, the released Collateral.

(d)To the extent applicable, the Issuer will comply with Section 314(d) of the TIA, relating to the release of property and to the substitution therefor of any property to be pledged as Collateral for the Securities. Any certificate or opinion required by Section 314(d) of the TIA may be made by an officer of the Company except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary herein, the Issuer and its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based upon an Opinion of Counsel (which may be given by internal counsel), that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral.

(e)Any release of Collateral permitted by Section 10.10 hereof or the Collateral Documents or the Intercreditor Agreement will be deemed not to impair the Liens under the Indenture and the Collateral Documents and the Intercreditor Agreement in contravention thereof and any person that is required to deliver a certificate or opinion pursuant to Section 314(d) of the TIA or otherwise under this Indenture or the Collateral Documents or the Intercreditor Agreement, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinion.

(f)All purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Trustee or Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of the Collateral Documents.

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ARTICLE XI

SECURITY GUARANTEES

SECTION 11.01.  Security Guarantees.

(a)Each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Issuer under this Indenture (including obligations to the Trustee and the Collateral Agent) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article XI notwithstanding any extension or renewal of any Guaranteed Obligation.

(b)Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.  Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations.  The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Guaranteed Obligations; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 11.02(b).

(c)Each Guarantor further agrees that its Security Guarantee herein constitutes a Guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.  The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or

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delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.

(d)Each Guarantor further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

(e)In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or premium, if any, or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest or premium, if any, on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Issuer to the Holders and the Trustee.

(f)Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations.  Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

(g)Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee the Collateral Agent or any Holder in enforcing any rights under this Section.

SECTION 11.02.  Limitation on Liability; Release.

(a)Any term or provision of this Indenture to the contrary notwithstanding, the maximum, aggregate amount of the obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be guaranteed (after giving effect to all its Guarantees of Debt under the New Credit Facility) without rendering this Indenture, as it relates to any Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(b)In the event of (i) a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, (ii) the sale or other disposition

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of Capital Stock of any Guarantor if as a result of such disposition, such Person ceases to be a Subsidiary of the Issuer, then the Person acquiring such assets (in the case of clause (i)) or such Guarantor (in the case of clause (ii)) will be automatically released and relieved of any obligations under its Security Guarantee and this Indenture; provided that such sale or other disposition is in compliance with this Indenture, including Section 4.06 (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be so applied).  It is expressly acknowledged that the application of the Net Proceeds of any such sale or other disposition referred to in clause (i) or (ii) of the first sentence of this subsection (b) in accordance with Section 4.06 following the date of such release shall not be a condition precedent to such release and any failure to make such application as required by such Section 4.06 shall not cause the revocation of any such release (it being understood that such failure shall constitute a Default or Event of Default, as applicable).

SECTION 11.03.  Successors and Assigns.  This Article XI shall be binding upon each Guarantor and its successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee, the Collateral Agent and the Holders and, in the event of any transfer or assignment of rights by any Holder, the Collateral Agent or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

SECTION 11.04.  No Waiver.  Neither a failure nor a delay on the part of either the Trustee, the Collateral Agent or the Holders in exercising any right, power or privilege under this Article XI shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the Trustee, the Collateral Agent and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XI at law, in equity, by statute or otherwise.

SECTION 11.05.  Modification.  No modification, amendment or waiver of any provision of this Article XI, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee and the Collateral Agent and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

ARTICLE XII

SUBORDINATION OF THE SECURITY GUARANTEES

SECTION 12.01.  Agreement to Subordinate.  Each Guarantor agrees, and each Holder by accepting a Security agrees, that such Guarantor’s obligations under its Security Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article XII, to the prior payment in full in cash of all existing and future Designated Senior Debt and that the subordination is for the benefit of and enforceable by the holders of Designated Senior Debt.  The obligations of a Guarantor under Article XI and this Article XII shall in all respects rank pari passu with all other Debt of such Guarantor, and only Debt of such Guarantor that is Designated

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Senior Debt shall rank senior to the obligations of such Guarantor under Article XI and this Article XII in accordance with the provisions set forth herein.  Notwithstanding anything to the contrary herein, the proceeds of the First Lien Collateral and the rights appurtenant thereto shall not be subject to the subordination provisions of this Indenture.  The proceeds of the Second Lien Collateral and the rights appurtenant thereto shall be subject to the subordination and other restrictive provisions of the Intercreditor Agreement.

SECTION 12.02.  Liquidation, Dissolution, Bankruptcy.  Upon any payment or distribution to creditors of any Guarantor in a total or partial liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property, an assignment for the benefit of creditors or any marshaling of such Guarantor’s assets and liabilities, the holders of Designated Senior Debt shall be entitled to receive payment in full, in cash, of all Obligations due in respect of such Designated Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Designated Senior Debt, whether or not allowed or allowable in such proceeding) before the Holders of Securities shall be entitled to receive any payment with respect to the Security Guarantees, and until all Obligations with respect to Designated Senior Debt are paid in full, in cash, any payment or distribution to which the Holders of Securities would be entitled but for these provisions shall be made to the holders of Designated Senior Debt, except that Holders of may receive and retain Permitted Junior Securities.  To the extent any payment of principal of, premium, if any, or interest on any Designated Senior Debt (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, such Designated Senior Debt or part thereof intended to be satisfied shall be deemed reinstated and outstanding, as if such payment had not occurred.

SECTION 12.03.  Default on Designated Senior Debt of a Guarantor.

(a)A Guarantor shall not make any payment or distribution upon or in respect of its Security Guarantee if:

(1)a default in the payment of any Obligations with respect to Designated Senior Debt of such Guarantor occurs and is continuing (a “payment default”); or

(2)any default, other than a payment default, occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) (a “non-payment default”) and, in the case of this clause (2) only, the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or a Representative for, or the holders of a majority of the outstanding principal amount of, any issue of Designated Senior Debt.

(b)Payments on such Security Guarantee may and shall be resumed:

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(1)in the case of a payment default, upon the date on which such default is cured or waived and, in the case of Designated Senior Debt that has been accelerated, such acceleration has been rescinded or such Designated Senior Debt has been repaid in full; and

(2)in case of a non-payment default, the earliest of (I) the date on which such non-payment default is cured or waived or is no longer continuing, (II) 179 days after the date on which such Payment Blockage Notice was received, unless the maturity of any Designated Senior Debt has been accelerated, if these provisions otherwise permit the payment, (III) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt of the Guarantor rescinding the Payment Blockage Notice and (IV) the date on which such Designated Senior Debt has been discharged or is repaid in full in cash and all commitments thereunder have been terminated.

(c)No new period of payment blockage may be commenced on account of any non-payment default unless and until (x) 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (y) all scheduled payments of interest on the Securities that have come due have been paid in full.  No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default has been waived for a period of at least 90 days.

(d)Notwithstanding any of the foregoing  to the contrary, during any 360 day period, there must be a period of at least 180 days during which there is no Payment Blockage Notice is in effect.  Any failure to make a payment due under the Securities as a result of a Payment Blockage Notice shall not prevent any commencement of any enforcement action against any Collateral in accordance with the terms of the Intercreditor Agreement and the Collateral Documents.

SECTION 12.04.  Demand for Payment.  If payment of the Securities is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article XI, the Trustee shall promptly notify the Issuer, and the Issuer shall promptly (and in no event more than five Business Days after receipt of such notice) notify the Representative of the lenders under the Existing Credit Facilities of the acceleration.

SECTION 12.05.  When Distribution Must Be Paid Over.

(a)If the Trustee, the Collateral Agent, any Paying Agent or any Holder receives a payment in respect of the Security Guarantee of any Guarantor (except in Permitted Junior Securities) when:

(1)the payment is prohibited by this Article XII; and

(2)the Trustee, Paying Agent or the Holder has actual knowledge that the payment is prohibited;

the Trustee, the Collateral Agent or Holder, as the case may be, shall hold the payment in trust for the benefit of the holders of Designated Senior Debt of such Guarantor.  Upon the proper written request of the holders of such Designated Senior Debt, the Trustee, the Collateral Agent or Holder, as the case may be, shall

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deliver the amounts in trust to the holders of such Designated Senior Debt or their proper Representative.

(b)Notwithstanding the foregoing, the Trustee or Paying Agent may continue to make payments on such Security Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than three Business Days prior to the date of such payment, a Trust Officer of the Trustee or Paying Agent receives written notice satisfactory to it that payments may not be made under this Article XII.  The Issuer, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Designated Senior Debt of such Guarantor may give the notice; provided, however, that, if an issue of Designated Senior Debt of such Guarantor has a Representative, only the Representative may give the notice.  The Trustee or Paying Agent shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of any Designated Senior Debt of any Guarantor (or a Representative of such holder) to establish that such notice has been given by a holder of such Designated Senior Debt of such Guarantor or a Representative thereof.

SECTION 12.06.  Subrogation.  After all Designated Senior Debt of a Guarantor is paid in full and until the Securities are paid in full, Holders shall be subrogated to the rights of holders of Designated Senior Debt of such Guarantor to receive distributions applicable to Designated Senior Debt of such Guarantor.  A distribution made under this Article XII to holders of Designated Senior Debt of such Guarantor which otherwise would have been made to Holders is not, as between such Guarantor and Holders, a payment by such Guarantor on Designated Senior Debt of such Guarantor.

SECTION 12.07.  Relative Rights.  This Article XII defines the relative rights of Holders and holders of Designated Senior Debt of a Guarantor.  Nothing in this Indenture shall:

(1)impair, as between a Guarantor and Holders, the obligation of a Guarantor which is absolute and unconditional, to pay its Obligations under its Security Guarantee to the extent set forth in Article XI; or

(2)prevent the Trustee, the Collateral Agent or any Holder from exercising its available remedies upon a default by a Guarantor under its Obligations under its Security Guarantee, subject to the rights of holders of Designated Senior Debt of such Guarantor to receive distributions otherwise payable to Holders.

SECTION 12.08.  Subordination May Not Be Impaired by a Guarantor.  No right of any holder of Designated Senior Debt of a Guarantor to enforce the subordination of the Obligations under the Security Guarantee of such Guarantor shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

SECTION 12.09.  Rights of Trustee and Paying Agent.  The Trustee (or any authenticating agent hereunder) in its individual or any other capacity may hold Designated Senior Debt of any Guarantor with the same rights it would have if it were not Trustee (or authenticating agent hereunder).  The Registrar and any co-registrar and any Paying Agent may do the same with like rights.  The Trustee (and any authenticating agent hereunder), the

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Registrar, any co-registrar and any Paying Agent shall be entitled to all the rights set forth in this Article XII with respect to any Designated Senior Debt of any Guarantor which may at any time be held by them, to the same extent as any other holder of Designated Senior Debt of such Guarantor; and nothing in Article VII shall deprive the Trustee (or any authenticating agent hereunder) or any such other Person of any of its rights as such holder.  Nothing in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

SECTION 12.10.  Distribution or Notice to Representative.  Whenever a distribution is to be made or a notice given to holders of Designated Senior Debt of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

SECTION 12.11.  Article XII Not to Prevent Events of Default or Limit Right to Accelerate.  The failure of a Guarantor to make a payment on any of its Obligations under its Security Guarantee by reason of any provision in this Article XII shall not be construed as preventing the occurrence of a default by such Guarantor under its Security Guarantee.  Nothing in this Article XII shall have any effect on the right of the Holders, the Collateral Agent or the Trustee to make a demand for payment on a Guarantor pursuant to this Article XII.

SECTION 12.12.  Trustee Entitled To Rely.  Upon any payment or distribution pursuant to this Article XII, the Trustee, the Collateral Agent, any Paying Agent and the Holders shall be entitled to conclusively rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (iii) upon the Representatives for the holders of Designated Senior Debt of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Designated Senior Debt of a Guarantor and other Debt of a Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.  In the event that the Trustee, the Collateral Agent or Paying Agent determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Designated Senior Debt of a Guarantor to participate in any payment or distribution pursuant to this Article XII, the Trustee, the Collateral Agent or Paying Agent may request such Person to furnish evidence to the satisfaction of the Trustee, the Collateral Agent or Paying Agent as to the amount of Designated Senior Debt of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article XII, and, if such evidence is not furnished, the Trustee, the Collateral Agent or Paying Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.  Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee, the Collateral Agent or Paying Agent pursuant to this Article XII.

SECTION 12.13.  Trustee To Effectuate Subordination.  Each Holder by accepting a Security authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Designated Senior Debt of each of the Guarantors as provided in this Article XII and appoints the Trustee as attorney-in-fact for any and all such purposes.

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SECTION 12.14.  Trustee Not Fiduciary for Holders of Designated Senior Debt of a Guarantor.  With respect to the holders of Designated Senior Debt of the Guarantors, each of the Trustee and the Collateral Agent undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article XII.  The Trustee, the Collateral Agent or Paying Agent shall not be deemed to owe any fiduciary or other duty to the holders of Designated Senior Debt of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the relevant Guarantor or any other Person, money or assets to which any holders of Designated Senior Debt of such Guarantor shall be entitled by virtue of this Article XII or otherwise.

SECTION 12.15.  Reliance by Holders of Designated Senior Debt of a Guarantor on Subordination Provisions.  Each Holder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Designated Senior Debt of a Guarantor, whether such Designated Senior Debt was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Designated Senior Debt and such holder of Designated Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Designated Senior Debt.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.01.  TIA Controls.  If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 13.02.  Notices.  Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

if to the Issuer:

FLEETWOOD ENTERPRISES, INC.
3125 Myers Street
Riverside, California 92503
Attention:  Leonard J. Mc Gill, General Counsel

with copies to:

Gibson, Dunn & Crutcher, LLP
200 Park Avenue
New York, NY 10166
Attention: Robert L. Cunningham, Jr.

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if to the Trustee:

Deutsche Bank Trust Company Americas
Trust & Securities Services
60 Wall Street, MS NYC60-2710
New York, New York 10005
Fax:  732-578-4635

with a copy to:

Deutsche Bank Trust Company Americas
c/o Deutsche Bank National Trust Company
Trust & Securities Services
25 DeForest Avenue, MS SUM01-0105
Summit, NJ 07901
Fax:  732-578-4635

if to the Collateral Agent:

Deutsche Bank Trust Company Americas
Trust & Securities Services
60 Wall Street, MS NYC60-2710
New York, New York 10005
Fax:  732-578-4635

with a copy to:

Deutsche Bank Trust Company Americas
c/o Deutsche Bank National Trust Company
Trust & Securities Services
25 DeForest Avenue, MS SUM01-0105
Summit, NJ 07901
Fax:  732-578-4635

The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be made in compliance with Section 313(c) of the TIA and mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.  If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by facsimile transmission; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions.  If the party elects to give the Trustee facsimile instructions and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling.  The Trustee shall not be liable for any losses, fees costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.

SECTION 13.03.  Communication by Holders with Other Holders.  Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Securities.  The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 13.04.  Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, at the request of the Trustee the Issuer shall furnish to the Trustee:

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(1)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

To the extent applicable, the Issuer shall comply with Section 314(c)(3) of the TIA.

SECTION 13.05.  Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1)a statement that the individual making such certificate or opinion has read such covenant or condition;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and

(4)a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 13.06.  When Securities Disregarded.  In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded.  Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

SECTION 13.07.  Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for action by or a meeting of Holders.  The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 13.08.  Legal Holidays.  A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York or the state where the Corporate Trust Office is located.  If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.  If a regular record date is a Legal Holiday, the record date shall not be affected.

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SECTION 13.09.  GOVERNING LAW; WAIVER OF JURY TRIAL.  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 13.10.  No Recourse Against Others.  No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of the Issuer, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Securities, this Indenture, the Collateral Documents, the Intercreditor Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation.  By accepting a Security, each Holder waives and releases all such liabilities.  The waiver and release shall be part of the consideration for issuance of the Securities and the Security Guarantees.

SECTION 13.11. Further Instruments and Acts

Upon request of the Trustee, or as otherwise reasonably necessary, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

SECTION 13.12.  Successors.  All agreements of the Issuer and each Guarantor in this Indenture and the Securities shall bind their successors.  All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 13.13.  Multiple Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 13.14.  Table of Contents; Headings.  The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 13.15.  Severability.  In case any one or more of the provisions in this Indenture, in the Securities or in the Security Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

SECTION 13.16.  No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuer or any of its Subsidiaries.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.17.  U.S.A. Patriot Act.  The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.  The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

90

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

ISSUER	FLEETWOOD ENTERPRISES, INC.,
	By:
		Name:
		Title:
INITIAL GUARANTORS	FLEETWOOD HOLDINGS INC.
	FLEETWOOD HOMES OF ARIZONA, INC.
	FLEETWOOD HOMES OF CALIFORNIA, INC.
	FLEETWOOD HOMES OF FLORIDA, INC.
	FLEETWOOD HOMES OF GEORGIA, INC.
	FLEETWOOD HOMES OF IDAHO, INC.
	FLEETWOOD HOMES OF INDIANA, INC.
	FLEETWOOD HOMES OF KENTUCKY, INC.
	FLEETWOOD HOMES OF NORTH CAROLINA,
	INC.
	FLEETWOOD HOMES OF OREGON, INC.
	FLEETWOOD HOMES OF PENNSYLVANIA,
	INC.
	FLEETWOOD HOMES OF TENNESSEE, INC.

91

FLEETWOOD HOMES OF TEXAS, L.P.

By: FLEETWOOD GENERAL PARTNER OF

TEXAS, INC., its General Partner

FLEETWOOD HOMES OF VIRGINIA, INC.

FLEETWOOD HOMES OF WASHINGTON, INC.

FLEETWOOD MOTOR HOMES OF CALIFORNIA, INC.

FLEETWOOD MOTOR HOMES OF INDIANA,

INC.

FLEETWOOD MOTOR HOMES OF

PENNSYLVANIA, INC.

FLEETWOOD TRAVEL TRAILERS OF

CALIFORNIA, INC.

FLEETWOOD TRAVEL TRAILERS OF

INDIANA, INC.

FLEETWOOD TRAVEL TRAILERS OF

KENTUCKY, INC.

FLEETWOOD TRAVEL TRAILERS OF

MARYLAND, INC.

FLEETWOOD TRAVEL TRAILERS OF OHIO,

INC.

FLEETWOOD TRAVEL TRAILERS OF

OREGON, INC.

FLEETWOOD TRAVEL TRAILERS OF TEXAS,

INC.

92

	GOLD SHIELD, INC.
	GOLD SHIELD OF INDIANA, INC.
	HAUSER LAKE LUMBER OPERATION, INC.
	CONTINENTAL LUMBER PRODUCTS, INC.
	FLEETWOOD GENERAL PARTNER OF
	TEXAS, INC.
	FLEETWOOD HOMES INVESTMENT, INC.
	FLEETWOOD INTERNATIONAL, INC.
	FLEETWOOD CANADA LTD.
	By:
		Name:
		Title:
TRUSTEE	DEUTSCHE BANK TRUST COMPANY
	AMERICAS, as Trustee
	By:	DEUTSCHE BANK NATIONAL TRUST
	COMPANY
	By:
		Name:
		Title:
	By:
		Name:
		Title:
COLLATERAL AGENT	DEUTSCHE BANK TRUST COMPANY
	AMERICAS, as Collateral Agent
	By:	DEUTSCHE BANK NATIONAL TRUST
	COMPANY
	By:
		Name:
		Title:
	By:
		Name:
		Title:

93

SCHEDULE A

DEBT EXISTING ON THE ISSUE DATE

Lender / Holder of Debt	Description	Principal Amount (000’s) (plus deferred interest, if  applicable)(1)
Various Noteholders	6% Subordinated Debentures due 2028 (including deferred interest thereon)	[$164,942]
Various Noteholders	5% Convertible Senior Subordinated Notes due 2023	[Outstanding amount on Issue Date depends on acceptance rate]
ISIS Lending, LLC	9.95% Mortgage Loan due 9/1/2011	[$27,235]

 (1)Principal amounts in this form of indenture are subject to adjustment to reflect the principal amounts outstanding on the Issue Date.

SCHEDULE B

ASSETS HELD FOR SALE

Plant No.	Address	City, State	Land Acreage	Year Built	Building Sq. Ft.
26-1	1720 Pleasant Grove Drive	Westmoreland, TN	38.55	1986	143,260
34-1	Railroad Street	Pearson, GA	13.32	1982	133,189
71	925 Bottle Drive	Paxinos, PA	7.08	1974	38,280
40	901 Fisher Road	Longview, TX	46.66	1999	349,915
Raw Land	Airport Drive	Wichita Falls, TX	62	N/A	N/A

SCHEDULE C

LIFE INSURANCE POLICIES

Insurer	Policy
The Prudential Insurance Company of America	Split-dollar life insurance policy # 79782810
John Hancock Life Insurance Company	Split-dollar life insurance policy # 08001248-7
Midwestern United Life Insurance Company	Split-dollar life insurance policy # 001047396

EXHIBIT A

[FORM OF SECURITY]

FLEETWOOD ENTERPRISES, INC.

14% SENIOR SECURED NOTE DUE 2011

No.	CUSIP No.
	$

FLEETWOOD ENTERPRISES, INC., a DELAWARE corporation (the “Issuer”), promises to pay to                               , or its registered assigns, the principal sum of                      in U.S. Dollars on DECEMBER 15, 2011.

Interest	March 15, June 15, September 15 and December 15
Payment Dates:	of each year, commencing on March 15, 2009
Record Dates:	February 28 (or February 29, if applicable), May 31, August 31
	and November 30

Additional provisions of this Security are set forth on the other side of this Security.

	FLEETWOOD ENTERPRISES, INC.,
	By:
		Name:
		Title:
Dated:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: DEUTSCHE BANK NATIONAL TRUST COMPANY

as Trustee, certifies that this is one of the

Securities referred to in the Indenture,                         [Seal]

By:
	Authorized Signatory

A-1

[FORM OF REVERSE SIDE OF SECURITY]

14% Senior Secured Note due 2011

1.Interest

FLEETWOOD ENTERPRISES, INC., a DELAWARE corporation (the “Issuer”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.

The Issuer shall pay interest quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2009.  Interest on this Security will accrue from the most recent date to which interest has been paid on this Security (or, if there is no existing default in the payment of interest and if this Security is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the date the Security was issued.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The Issuer shall pay interest on overdue principal at the rate of 1% in excess of the rate otherwise borne by this Security, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful, in each case in the form of PIK Securities.

Interest on this Security will be paid with a combination of cash “Cash Interest”) and by [[increasing the principal amount of this Security] [IF THIS SECURITY IS A GLOBAL SECURITY]][[issuing PIK Securities][IF THIS SECURITY IS A CERTIFICATED SECURITY]] “PIK Interest”) that will accrue interest at the same rate per annum as the Notes offered hereby. Cash Interest on the Notes will accrue at the rate of 5% per annum and PIK Interest on the Notes will accrue at the rate of 9% per annum.

PIK Interest on the Notes will be payable [by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest $1,000)][by issuing PIK Securities in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole dollar)]. [Following an increase in the principal amount of this Security as a result of a PIK Payment, this Security will bear interest on such increased principal amount from and after the date of such PIK Payment.]

2.Method of Payment

The Issuer shall pay interest (except defaulted interest) on this Security to the Person who is the registered holder of this Security at the close of business on February 28 (or February 29, if applicable), May 31, August 31, and November 30 immediately preceding the interest payment date even if this Security is canceled after the record date and on or before the interest payment date.  The Holder must surrender this Security to a Paying Agent to collect principal payments.  The Issuer shall pay principal and Cash Interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.  However, the Issuer may pay principal and Cash Interest by check payable in such money or by wire transfer of federal funds; provided that all payments of principal and Cash Interest with respect to the Security the Holder

A-2

of which has given wire transfer instructions to the Issuer shall be made by wire transfer of immediately available funds to the account specified by such Holder.

3.Paying Agent and Registrar

Initially, Deutsche Bank Trust Company Americas (the “Trustee”) shall act as Paying Agent and Registrar.  The Issuer may appoint and change any Paying Agent, Registrar or co-registrar without notice to the Holders.  The Issuer or any domestically organized Subsidiary may act as Paying Agent, Registrar or co-registrar.

4.Indenture

The Issuer issued this Security under an Indenture dated as of [                ] (the “Indenture”), among the Issuer, the Initial Guarantors and the Trustee.  Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.  The terms of this Security include those stated in the Indenture and those made part of the Indenture by reference to the TIA.   This Security is subject to all such terms, and the Holder hereof is referred to the Indenture and the TIA for a statement of those terms.   To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture will control.

The Securities are secured senior obligations of the Issuer and Securities to be issued on the Issue Date are limited to [          ].  Subject to the conditions set forth in the Indenture, the Issuer may issue PIK Securities and up to [          ] of Additional Securities.  This Security is one of the [Initial Securities/Additional Securities/PIK Securities] referred to in the Indenture.  The Securities include the Initial Securities, the Additional Securities and any PIK Securities pursuant to the Indenture.  The Initial Securities, the Additional Securities and the PIK Securities are treated as a single class of securities under the Indenture.

The Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

5.Optional Redemption

This Security is subject to optional redemption, and may be the subject of a Repurchase Offer, as further described in the Indenture.  Except for certain required Repurchase Offers, there is no sinking fund or mandatory redemption applicable to this Security.

6.Denominations; Transfer; Exchange

The Securities other than PIK Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000.  A Holder may transfer or exchange Securities in accordance with the Indenture.  Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer or exchange of any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be

A-3

redeemed) or transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed or 15 days before an interest payment date.

7.Persons Deemed Owners

The registered Holder of this Security may be treated as the owner of it for all purposes.

8.Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Paying Agent shall pay the money back to the Issuer at its request, or if then held by the Issuer or a Subsidiary, shall be discharged from such trust (unless an abandoned property law designates another Person for payment thereof).  After any such payment, Holders entitled to the money must look only to the Issuer for payment thereof, and all liability of the Paying Agent with respect to such money, and all liability of the Issuer or such permitted Subsidiary as trustee thereof, shall thereupon cease.

9.Discharge and Defeasance

Subject to certain conditions set forth in the Indenture, the Issuer at any time may terminate some or all of its obligations under the Indenture, the Security Guarantees and the Securities if the Issuer deposits with the Trustee money or Government Notes for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

10.Amendment, Waiver

Subject to certain exceptions, the Indenture and the Securities may be amended, or and defaults may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Securities.  Without notice to or the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency.

11.Defaults and Remedies

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable.  If a bankruptcy or insolvency Event of Default with respect to the Issuer, Guarantor or Subsidiary of the Issuer that is a Significant Subsidiary occurs and is continuing, the Securities automatically become due and payable.  Holders may not enforce the Indenture or the Securities except as provided in the Indenture.  The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities.  Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of remedies.

12.No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of the Issuer, as such, shall have any liability for any obligations of the Issuer under

A-4

the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. No past, present or future director, officer, employee, incorporator, agent or stockholder or Affiliate of any of the Guarantors, as such, shall have any liability for any obligations of the Guarantors under the Security Guarantees, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities and Security Guarantees by accepting a Security and a Security Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Securities and the Security Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

13.Governing Law

THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

15.Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

16.Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act).

The Issuer shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture.  Requests may be made to:

FLEETWOOD ENTERPRISES, INC.
3125 Myers Street
Riverside, California 92503
Attention:  Leonard J. Mc Gill, General Counsel

A-5

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                                                                    agent to transfer this Security on the books of the Issuer.  The agent may substitute another to act for him.

Date: Your Signature:

Signature

Guarantee:

(Signature must be guaranteed by a participant in a
recognized signature guarantee medallion program)

Sign exactly as your name appears on the other side of this Security.

A-6

SCHEDULE OF EXCHANGES OF SECURITIES(2)

The following exchanges of a part of this Global Security for Physical Securities or a part of another Global Security have been made:

Date of
Exchange Amount of decrease
in principal amount
of this Global
Security Amount of increase
in principal amount
of this Global
Security Principal amount of
this Global Security
following such
decrease (or
increase) Signature of
authorized Signatory of
Trustee

(2)For Global Securities.

A-7

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Issuer pursuant to Section 4.06, Section 4.07 or Section 4.09 of the Indenture, check the box:

o  4.06 Asset Sale

o  4.07 Event of Loss

o  4.09 Change of Control

If you want to elect to have only part of this Security purchased by the Issuer pursuant to Section 4.06, Section 4.07 or Section 4.09 of the Indenture, state the amount:  $                    .

Date:	Your Signature:
	(Sign exactly as your name appears
	on the other side of the Security)

Tax I.D. number

Signature Guarantee:
	(Signature must be guaranteed by a
	participant in a recognized signature
	guarantee medallion program)

A-8

EXHIBIT B

DTC LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

B-1

EXHIBIT C

SUPPLEMENTAL INDENTURE

dated as of                       ,

among

FLEETWOOD ENTERPRISES, INC.,

The Guarantor(s) Party Hereto

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Trustee

14% Senior Secured Notes due 2011

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of                     ,         , among FLEETWOOD ENTERPRISES, INC., a DELAWARE corporation (the “Issuer”), the existing Guarantors (each an “Existing Guarantor”), [insert name of each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Additional Guarantor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as  Trustee (the “Trustee”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Collateral Agent (the “Collateral Agent”).

RECITALS

A.The Issuer, the Existing Guarantors party thereto, the Trustee and the Collateral Agent entered into the Indenture, dated as of [     ] (the “Indenture”), relating to the Issuer’s 14% Senior Secured Notes due 2011 (the “Securities”);

B.As a condition to the Trustee entering into the Indenture and the purchase of the Securities by the Holders, the Issuer agreed pursuant to the Indenture to cause any newly acquired or created Domestic Subsidiaries that become a borrower or guarantor under Credit Facilities or any existing Domestic Subsidiary that had not previously been a borrower or guarantor under the Credit Facilities and becomes a borrower or guarantor thereunder to provide Security Guarantees, except in certain circumstances.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized teams used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. Each Additional Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article XI thereof.

Section 3. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5.  The Indenture (including the Security Guarantees of the Existing Guarantors), as amended hereby, is hereby confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

FLEETWOOD ENTERPRISES, INC.
By:
	Name:
	Title:
[ADDITIONAL GUARANTOR]
By:
	Name:
	Title:
[EXISTING GUARANTOR]
By:
	Name:
	Title:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By:	DEUTSCHE BANK NATIONAL TRUST
COMPANY
By:
	Name:
	Title:
By:
	Name:
	Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
By: DEUTSCHE BANK NATIONAL TRUST
COMPANY
By:
	Name:
	Title:
By:
	Name:
	Title:

EX-5.1

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Exhibit 5.1

[Letterhead of Gibson, Dunn & Crutcher LLP]

December 2, 2008

(949) 451-3800	C 29003-00771
(949) 451-4220

Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503

Re:

Fleetwood Enterprises, Inc. Registration Statement on Form S-4 (Reg. No. 333-154840)

Ladies and Gentlemen:

        We have acted as counsel to Fleetwood Enterprises, Inc., a Delaware corporation (the "Company") and certain guarantors identified on Appendix A hereto (the "Specified Guarantors"), in connection with the preparation and filing of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the "Commission") on October 30, 2008 (as amended on November 28, 2008, and as may be amended from time to time, the "Registration Statement") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of $103,000,000 aggregate principal amount of 14% Senior Secured Notes due 2011 (the "New Notes"), the guarantees (each a "Guarantee") by the Specified Guarantors and the other guarantors of the guarantees (together with the Specified Guarantors, the "Guarantors"), and 14,000,000 shares of the Company's common stock, par value $0.01 per share (the "Shares"). The New Notes, the Guarantees and the Shares will be offered in exchange (the "Exchange Offer") for the Company's currently outstanding 5% Convertible Senior Subordinated Debentures due 2023 (the "Old Debentures") pursuant to the Registration Statement. The New Notes and the Guarantees are to be issued pursuant to an indenture (the "Indenture") by and among the Company, the Guarantors and an entity to be named as trustee. The terms of the Guarantees are contained in the Indenture. The New Notes, the Guarantees and the Indenture are each governed under the laws of the State of New York and are sometimes collectively referred to herein as the "Documents."

        We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and the Guarantors and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. Furthermore, in making our examination of executed documents and documents to be executed, we have assumed the parties thereto, other than the Company and the Guarantors, had or will have the power, corporate, trust or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate, trust or other, and execution and delivery by such parties of such documents and that such documents constitute valid and binding obligations of such parties. In addition, we have assumed that (i) the Documents will be executed substantially in the form reviewed by us (ii) the applicable trustee shall have been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), and a Form T-1 shall have been properly filed as an exhibit to the Registration Statement (to the extent not heretofore filed) and (iii) the collateral arrangements relating to the New Notes and the Guarantees will comply with the TIA. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Guarantors and others.

        Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that:

1.

The New Notes and Guarantees, in substantially the form contained in the Indenture, when duly authorized, executed, authenticated and delivered in accordance with the terms of the Indenture, will be legally issued and constitute legal, valid and binding obligations of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with their terms.



2.

The Shares, when issued in accordance with the terms of the Exchange Offer, will be validly issued, fully paid and non-assessable.

        The foregoing opinions are subject to the following exceptions, qualifications and limitations:

        A.    The opinions set forth above in paragraph 1 is subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors' generally, including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

        B.    We express no opinion regarding (i) the effectiveness of any waiver (whether or not stated as such) under the Documents of, or any consent thereunder relating to, any stay, extension, or usury laws or any unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (ii) the effectiveness of any waiver (whether or not stated as such) contained in the Documents of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iii) provisions relating to indemnification, exculpation, or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (iv) any provisions of the Documents that may be construed as penalties or forfeitures; or (v) the effectiveness of any covenants (other than covenants relating to the payment of principal, interest, indemnities, and expenses) to the extent they are construed to be independent requirements as distinguished from conditions to the declaration or occurrence of a default or any event of default.

        C.    We have assumed that there are no agreements or understandings between or among the parties to the Documents or third parties that would expand, modify, or otherwise affect the terms of the Documents or the respective rights or obligations of the parties thereunder.

        We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement, and we further consent to the use of our name under the caption "Validity of Securities" in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

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APPENDIX A

Specified Subsidiaries

Fleetwood Holdings, Inc., a Delaware corporation
Fleetwood General Partner of Texas, Inc., a Delaware corporation
Fleetwood Homes Investment, Inc., a California corporation
Fleetwood Homes of California, Inc., a California corporation
Fleetwood International, Inc., a California corporation
Fleetwood Motor Homes of California, Inc., a California corporation
Fleetwood Travel Trailers of California, Inc., a California corporation
Gold Shield, Inc., a California corporation
Continental Lumber Products, Inc., a California corporation
Fleetwood Travel Trailers of Texas, Inc., a Texas corporation
Fleetwood Homes of Texas, L.P., a Texas limited partnership

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Exhibit 5.1

EX-10.39

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Exhibit 10.39

FORM OF

INTERCREDITOR AGREEMENT

dated as of November [    ], 2008

among

FLEETWOOD ENTERPRISES, INC.,

the Obligors from time to time party hereto,

BANK OF AMERICA, N.A.,
as Credit Agreement Agent under the Credit Agreement and
Priority Lien Collateral Agent hereunder,

DEUTSCHE BANK TRUST COMPANY AMERICAS
as Trustee under the Indenture,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS
as Collateral Agent

TABLE OF CONTENTS

			Page
ARTICLE 1.    DEFINITIONS; PRINCIPLES OF CONSTRUCTION			2
	SECTION 1.1	Defined Terms	2
	SECTION 1.2	Rules of Interpretation	10
ARTICLE 2.    REPRESENTATIONS AND WARRANTIES			11
	SECTION 2.1	Representations and Warranties of the Priority Lien Collateral Agent	11
	SECTION 2.2	Representations and Warranties of the Collateral Agent	11
ARTICLE 3.    THE TRUST ESTATES			11
	SECTION 3.1	Priority of Liens	11
	SECTION 3.2	Restrictions on Enforcement of Notes Liens	11
	SECTION 3.3	Waiver of Right of Marshalling	15
	SECTION 3.4	Discretion in Enforcement of Priority Liens	15
	SECTION 3.5	Discretion in Enforcement of Priority Lien Obligations	15
	SECTION 3.6	Insolvency or Liquidation Proceedings	16
	SECTION 3.7	Reserved	17
	SECTION 3.8	Amendment of Priority Lien Security Documents	17
	SECTION 3.9	Amendment of Security Documents	18
ARTICLE 4.    INTERCREDITOR RELATIONS			20
	SECTION 4.1	Application of Proceeds in Distributions by the Priority Lien Collateral Agent	20
	SECTION 4.2	Application of Proceeds in Distributions by the Collateral Agent	21
ARTICLE 5.    OBLIGATIONS ENFORCEABLE BY THE OBLIGORS			22
	SECTION 5.1	Release of Liens on Shared Real Estate Collateral	22
	SECTION 5.2	Delivery of Copies to Secured Debt Representatives	23
	SECTION 5.3	Collateral Agents Not Required to Serve, File or Record	24
	SECTION 5.4	Release of Liens in Respect of 2008 Senior Secured Notes	24
ARTICLE 6.    NOTES REAL ESTATE COLLATERAL			24
	SECTION 6.1	Access Rights	24
ARTICLE 7.    MISCELLANEOUS PROVISIONS			25
	SECTION 7.1	Amendment of This Agreement	25
	SECTION 7.2	Voting	25
	SECTION 7.3	Further Assurances	25
	SECTION 7.4	Delivery of Shared Real Estate Collateral and Proceeds of Shared Real Estate Collateral	26
	SECTION 7.5	Successors and Assigns	26
	SECTION 7.6	Delay and Waiver	26
	SECTION 7.7	Notices	26
	SECTION 7.8	Notice Following Discharge of Priority Lien Obligations	28
	SECTION 7.9	Entire Agreement	28
	SECTION 7.10	Severability	28
	SECTION 7.11	Headings	28
	SECTION 7.12	Obligations Secured	28
	SECTION 7.13	Governing Law	29
	SECTION 7.14	Consent to Jurisdiction; Service of Process	29
	SECTION 7.15	Waiver of Jury Trial	29
	SECTION 7.16	Counterparts	29

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SECTION 7.17	Effectiveness	30
SECTION 7.18	Additional Obligors	30
SECTION 7.19	Continuing Nature of this Agreement	30
SECTION 7.20	Insolvency	30
SECTION 7.21	Rights and Immunities of Secured Debt Representatives	30
SECTION 7.22	U.S.A. Patriot Act	30

EXHIBIT A—Form of Intercreditor Agreement Joinder

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        This Intercreditor Agreement (this "Agreement") is dated as of                        , 2008 and is by and among Fleetwood Enterprises, Inc., a Delaware corporation ("Fleetwood"), the other Obligors from time to time party hereto, Bank of America, N.A., as Credit Agreement Agent (as defined below), Deutsche Bank Trust Company Americas, as Trustee (as defined below), Bank of America, N.A., as Priority Lien Collateral Agent (in such capacity and together with its successors in such capacity, the "Priority Lien Collateral Agent"), and Deutsche Bank Trust Company Americas, as Collateral Agent (in such capacity and together with its successors in such capacity, the "Collateral Agent").

RECITALS

        Fleetwood and the other Obligors have entered into that certain Third Amended and Restated Credit Agreement dated as of January 5, 2007, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors dated as of May 25, 2007, that certain Second Amendment to Third Amended and Restated Credit Agreement and Consent Guarantors dated as of September 18, 2007, that certain Third Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors dated as of January 16, 2008, that certain Fourth Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors dated as of March 5, 2008, that certain Fifth Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors dated as of April 9, 2008, that certain Sixth Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors dated as of April 24, 2008, that certain Seventh Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors dated as of August 6, 2008, that certain Eighth Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of October 21, 2008 and that certain Ninth Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors, dated as of October [    ], 2008 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the "Credit Agreement") among Fleetwood, Fleetwood Holdings Inc. ("Holdings"), the subsidiaries of Holdings listed therein, Bank of America, N.A., as Credit Agreement Agent (in such capacity and together with its successors, the "Credit Agreement Agent"), and the lenders from time to time party thereto, which provides for up to $135,000,000 in aggregate principal amount under a revolving credit facility.

        Fleetwood and the other Obligors have also entered into the Priority Lien Security Documents pursuant to which the Priority Lien Collateral Agent has been granted a first priority security interest in the Shared Real Estate Collateral and the Other Priority Lien Collateral.

        Fleetwood intends to issue senior secured notes (the "2008 Senior Secured Notes") in an aggregate principal amount of up to $103 million pursuant to an Indenture dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the "Indenture") among Fleetwood, the other Obligors party thereto and Deutsche Bank Trust Company Americas, as trustee (in such capacity and together with its successors in such capacity, the "Trustee") and the Collateral Agent.

        Fleetwood and the other Obligors also intend to enter into the Security Documents pursuant to which the Collateral Agent will be granted a junior priority security interest in the Shared Real Estate Collateral, which security interest is subordinate to the security interest of the Priority Lien Collateral Agent.

        Fleetwood and the other Obligors intend to secure the Obligations under the Credit Facility on a priority basis and, subject to such priority, intend to secure the Obligations under the Indenture with Liens on all present and future Shared Real Estate Collateral to the extent that such Liens have been provided for in the applicable Security Documents, and desire to enter into this Agreement to confirm their relative rights with respect to the Shared Real Estate Collateral as provided in this Agreement.

        Fleetwood and the other Obligors intend to secure the Obligations under the Indenture on a priority basis with Liens on all present and future Notes Real Estate Collateral and to provide certain rights of access to the holders of Priority Lien Debt and the Priority Collateral Agent to such Notes Real Estate Collateral as provided in this Agreement.

        Capitalized terms used in this Agreement have the meanings assigned to them above or in Article 1 below.

AGREEMENT

        In consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE 1.    DEFINITIONS; PRINCIPLES OF CONSTRUCTION

        SECTION 1.1    Defined Terms.    The following terms will have the following meanings:

"2008 Senior Secured Notes Mortgage" means any mortgage, deed of trust, deed to secure debt, assignments and other instruments executed and delivered by any Obligor to or for the benefit of the Collateral Agent by which the Collateral Agent, on behalf of any Notes Creditor, acquires a Lien on the Mortgaged Property or Notes Real Estate Collateral, and all amendments, modifications and supplements thereto.

"2008 Senior Secured Notes" has the meaning set forth in the recitals.

"2008 Senior Secured Notes Documents" means the Indenture, the 2008 Senior Secured Notes and the Security Documents.

"Act of Required Debtholders" means, as to any matter at any time:

        (1)   prior to the Discharge of Priority Lien Obligations, a direction in writing delivered to the Priority Lien Collateral Agent by or with the written consent of the Required Priority Lien Debtholders (or, for purposes of Section 5.1(a) hereof, the written consent of each of the Priority Lien Debtholders if and to the extent required by the terms of the Credit Facility); and

        (2)   at any time after the Discharge of Priority Lien Obligations, a direction in writing delivered to the Collateral Agent by or with the written consent of the Noteholders representing the Required Noteholders.

For purposes of this definition, (a) Notes Debt registered in the name of, or beneficially owned by, Fleetwood or any Affiliate of Fleetwood will be deemed not to be outstanding and (b) votes will be determined in accordance with Section 7.2.

"Additional Secured Debt" has the meaning set forth in Section 4.3.

"Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or which owns, directly or indirectly, ten percent (10%) or more of the outstanding equity interest of such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement" has the meaning set forth in the preamble.

"Bank Products" means any one or more of the following types of services or facilities extended to Fleetwood or any of its Subsidiaries by a Lender or Agent under the Credit Facility, or any of its Affiliates in reliance on the agreement of such Lender or Agent under the Credit Facility to indemnify such Affiliate: (i) credit cards, (ii) any cash management or related services, including the automatic clearinghouse transfer of funds by such Lender or Agent under the Credit Facility for the account of any of the Company or its Subsidiaries pursuant to agreement or overdrafts, (iii) cash management, including controlled disbursement services; and (iv) Hedge Agreements.

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"Board of Directors" means, as to any Person, the board of directors of such Person or any duly authorized committee thereof.

"Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"Borrowers" has the meaning given such term in the Credit Facility.

"Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in the Cities of Los Angeles, California, Charlotte, North Carolina, New York, New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

"Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock or other equity interests, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights, options to purchase or other rights to acquire any of the foregoing.

"Collateral Agent" has the meaning set forth in the recitals.

"Credit Agreement" has the meaning set forth in the recitals.

"Credit Agreement Agent" has the meaning set forth in the recitals.

"Credit Facility" means the Credit Agreement, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time; provided that any such amendment, restatement, modification, renewal, replacement or refinancing shall be in the form of an asset-backed lending facilities agented by a commercial bank or other financial institution.

"DIP Financing" has the meaning assigned to such term in Section 3.6(a).

"Discharge of Priority Lien Obligations" means, subject to any Priority Claim Avoidance, the occurrence of all of the following:

        (1)   termination or expiration of all commitments to extend credit that would constitute Priority Lien Debt;

        (2)   Payment in Full of the principal of and interest and premium (if any) on all Priority Lien Debt (other than any undrawn letters of credit);

        (3)   discharge or cash collateralization (at the lower of (A) 105% of the aggregate undrawn amount and (B) the percentage of the aggregate undrawn amount required for release of liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting (or the reimbursement obligations in respect of which constitute) Priority Lien Debt; and

        (4)   Payment in Full of all other Priority Lien Obligations that are outstanding and unpaid at the time the Priority Lien Debt is Paid in Full (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

"Enforcement Action" means (a) any action to foreclose on any Lien on Shared Real Estate Collateral securing Priority Lien Obligations, (b) any action to take possession of, or sell or otherwise realize upon, or to exercise any other rights or remedies with respect to, any Shared Real Estate Collateral, including any disposition after the occurrence of an event of default with respect to any Priority Lien Debt of any Shared Real Estate Collateral by Fleetwood or any Obligor at the direction of the holders of the Priority Lien Obligations evidenced by an Act of Required Debtholders, (c) the

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taking of any other actions by any Priority Lien Representative against any Shared Real Estate Collateral, including the taking of control or possession of, or the exercise of any right of setoff with respect to, any Shared Real Estate Collateral and/or (d) the commencement by any Priority Lien Representative of any legal proceedings or actions against or with respect to Fleetwood or any Obligor or any property or Shared Real Estate Collateral of Fleetwood or any Obligor to facilitate any of the actions described in clauses (a), (b) and (c) above, including the commencement of any Insolvency or Liquidation Proceeding.

"GAAP" means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession).

"Guarantee" means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the "guaranteed obligations"), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

"Hedging Agreement" means, with respect to any Person, any and all transactions, agreements or documents now existing or hereafter entered into, which provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging such Person's exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

        (1)   interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

        (2)   other agreements or arrangements designed to manage interest rates or interest rate risk; and

        (3)   other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices

"Indebtedness" means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

        (1)   in respect of borrowed money;

        (2)   evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

        (3)   in respect of banker's acceptances;

        (4)   representing obligations under Capital Lease (as defined in the Credit Facility) agreements;

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        (5)   representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed;

        (6)   representing any Hedging Obligations; or

        (7)   representing any Obligations in respect of Bank Products,

if and to the extent any of the preceding items (other than letters of credit, Hedging Obligations and Bank Products) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

"Indenture" has the meaning set forth in the recitals.

"Insolvency or Liquidation Proceeding" means any of the following: (a) any voluntary or involuntary case or proceeding with respect to Fleetwood or any other Obligor under the Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization or other law affecting creditors' rights or any other or similar proceedings seeking any stay, reorganization, arrangement, composition or readjustment of the obligations and indebtedness of Fleetwood or any such other Obligor, (b) any proceeding, whether voluntary or involuntary, seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to Fleetwood or any other Obligor or any of its assets, (c) any proceeding for liquidation, dissolution or other winding up of the business of Fleetwood or any other Obligor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any marshaling of assets of Fleetwood or any other Obligor, whether voluntary or involuntary.

"Intercreditor Agreement Joinder" means an agreement substantially in the form of Exhibit A.

"Junior Lien" means a Lien upon any property or assets of any Obligor that is junior to the Lien securing such Obligor's Obligations under the Notes Documents.

"Lien" means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction, lease or other title exception or encumbrance affecting property; and (c) any contingent or other agreement to provide any of the foregoing.

"Lien Sharing and Priority Confirmation" means, as to any Series of Priority Lien Debt, the written agreement of the holders of such Series of Priority Lien Debt, as set forth in the Credit Facility, for the enforceable benefit of each existing and future Noteholder, each existing and future Notes Representative:

        (a)   that all Priority Lien Obligations will be and are secured by all Priority Liens at any time granted by Fleetwood or any other Obligor to secure any Obligations in respect of such Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Priority Lien Collateral Agent for the benefit of all holders of Priority Lien Obligations in accordance with the Priority Lien Documents;

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        (b)   that the holders of Obligations in respect of such Series of Priority Lien Debt are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement of Priority Liens; and

        (c)   consenting to and directing the Priority Lien Collateral Agent to perform its Obligations under this Agreement and the other Priority Lien Security Documents.

Any written agreement referred to above may provide that any Type of Priority Lien Debt within any Series may have priority as to the Shared Real Estate Collateral, and will share any Lien securing such Series of Priority Lien Debt with the holders of such Type of Priority Lien Obligations within such Series.

"Noteholder" means any holder of the 2008 Senior Secured Notes, in its capacity as such.

"Notes Creditor" means the Collateral Agent and any Notes Representative on behalf of the Noteholders.

"Notes Debt" means the 2008 Senior Secured Notes issued on the date hereof and any Guarantees thereof.

"Notes Documents" means, collectively, the 2008 Senior Secured Notes Documents and the Security Documents.

"Notes Lien" means a Lien granted by a Security Document to the Collateral Agent, at any time, upon the Shared Real Estate Collateral to secure Notes Obligations.

"Notes Obligations" means Notes Debt and all other Obligations in respect thereof.

"Notes Real Estate Collateral" means Real Estate (as defined in the Credit Facility) that does not constitute Shared Real Estate Collateral and that is subject to a Lien in favor of the Collateral Agent for the benefit of the Noteholders. A description of the Notes Real Estate Collateral on the date hereof is set forth as Exhibit B to this Agreement.

"Notes Real Estate Collateral Access Period" means for each parcel of Notes Real Estate Collateral on which any Other Priority Lien Collateral is located, the period, which begins on the day that the Priority Lien Collateral Agent provides the Collateral Agent with the notice of its election to request access pursuant to Section 6.1 below and ends on the earliest of (i) the 120^th day after the later of (x) the date upon which the Priority Lien Collateral Agent notifies the Collateral Agent of the desire of the Priority Lien Collateral Agent to exercise the access rights as to such parcel of Notes Real Estate Collateral provided for in Section 6.1(b) and (y) the date upon which the Priority Lien Collateral Agent obtains the ability to use such parcel of Notes Real Estate Collateral following or in connection with an Other Priority Lien Collateral Enforcement (either such applicable date set forth in the foregoing clause (x) or (y), the "Notes Real Estate Collateral Access Period Commencement Date") plus, in each case, such number of days, if any, after the Notes Real Estate Collateral Access Period Commencement Date that the Priority Lien Collateral Agent is stayed or otherwise prohibited by law or court order from exercising remedies, including without limitation any Other Priority Lien Collateral Enforcement, with respect to Other Priority Lien Collateral located on such Notes Real Estate Collateral or (ii) the date on which all of the Other Priority Lien Collateral located on such Notes Real Estate Collateral has been sold, moved or liquidated by the Priority Lien Collateral Agent, or (iii) the date on which the Discharge of Priority Lien Obligations occurs or (iv) the date on which the event of default that was the subject of the Other Priority Lien Collateral Enforcement Notice relating to such Other Priority Lien Collateral Enforcement Period has been cured to the satisfaction of the Priority Lien Collateral Agent, or waived in writing by the Priority Lien Collateral Agent; provided that, in the event of the termination of a Notes Real Estate Collateral Access Period as described in this clause (iv), for the avoidance of doubt, a separate Notes Real Estate Collateral Access Period shall commence upon

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delivery by the Priority Lien Collateral Agent of another Other Priority Lien Collateral Enforcement Notice.

"Notes Representative" means the Trustee, together with its successors in such capacity.

"Obligations" means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents or the Notes Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness, including, without limitation, in the case of Priority Lien Debt, all "Obligations" (including, without limitation, all "Agent Advances" and "Non-Ratable Loans") in each case as defined in the Credit Facility as in effect on the date hereof.

"Obligor" means Fleetwood and any Subsidiary of Fleetwood that owns any one or more items of Mortgaged Property or Notes Real Estate Collateral and that has executed (a) a 2008 Senior Secured Notes Mortgage and (b) either this Intercreditor Agreement or an Intercreditor Agreement Joinder.

"Officers' Certificate" means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, signed on behalf of Fleetwood by two officers of Fleetwood, at least one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Fleetwood, including:

        (a)   a statement that the Person making such certificate has read such covenant or condition;

        (b)   a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based;

        (c)   a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

        (d)   a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

"Other Priority Lien Collateral" means Collateral (as defined in the Credit Facility in effect on the date hereof) (other than the Shared Real Estate Collateral) with respect to which a Lien is granted as security for any Priority Lien Obligations.

"Other Priority Lien Collateral Enforcement" means any action by the Priority Lien Collateral Agent to repossess, or exercise any remedies with respect to all or any material portion of Other Priority Lien Collateral or to seek the judicial enforcement of any of the rights and remedies under the Priority Lien Documents or under any applicable law with respect to the Other Priority Lien Collateral. For the avoidance of doubt, Other Priority Lien Collateral Enforcement shall not include any Enforcement Action, the imposition of a default rate of interest or late fee or any other action, right or remedy that is not directed towards or with respect to the Other Priority Lien Collateral.

"Other Priority Lien Collateral Enforcement Notice" means a written notice delivered, at a time when an event of default has occurred and is continuing under the Priority Lien Documents, by the Priority Lien Collateral Agent announcing that an Other Priority Lien Collateral Enforcement Period has commenced and specifying the relevant event of default.

"Other Priority Lien Collateral Enforcement Period" means the period of time following the receipt by the Collateral Agent of an Other Priority Lien Collateral Enforcement Notice until the earlier of (i) the Discharge of Priority Lien Obligations, (ii) the Priority Lien Collateral Agent and the Collateral Agent agree in writing to terminate the Other Priority Lien Collateral Enforcement Period, or (iii) the

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date on which the event of default that was the subject of the Other Priority Lien Collateral Enforcement Period relating to such Other Priority Lien Collateral Enforcement Notice has been cured to the satisfaction of the Priority Lien Collateral Agent or waived in writing by the Priority Lien Collateral Agent.

"Paid in Full" or "Payment in Full" means, with respect to any Obligations, that: (a) all of such Obligations (other than contingent indemnification obligations for which no underlying claim has been asserted) have been paid, performed or discharged in full (with all such Obligations consisting of monetary or payment obligations having been paid in full in cash), (b) no Person has any further right to obtain any loans, letters of credit, bankers' acceptances, or other extensions of credit under the documents relating to such Obligations, (c) any and all letters of credit, bankers' acceptances or similar instruments issued under such documents have been cancelled and returned (or backed by stand-by guarantees or cash collateralized) in accordance with the terms of such documents, (d) any costs, expenses and indemnification obligations not yet due and payable but with respect to which a claim has been threatened or asserted in writing under any Priority Lien Document, are backed by letter of credit or cash collateral in an amount and on terms reasonably satisfactory to the applicable Secured Debt Representative.

"Permitted Liens" has the meaning assigned to such term as set forth in the Credit Facility in effect on the date hereof.

"Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

"Priority Claim Avoidance" has the meaning assigned to such term in Section 4.1(c).

"Priority Lien" means a Lien granted by a Priority Lien Security Document to the Priority Lien Collateral Agent, at any time, upon the Shared Real Estate Collateral to secure Priority Lien Obligations.

"Priority Lien Collateral Agent" means Bank of America, N.A., in its capacity as Priority Lien Collateral Agent under the Priority Lien Security Documents, together with its successors in such capacity.

"Priority Lien Creditor" means each Priority Lien Collateral Agent, each Priority Lien Representative and each holder of Priority Lien Obligations.

"Priority Lien Debt" means:

        (1)   Indebtedness under the Credit Facility that was permitted to be incurred and secured under each applicable Secured Debt Document (or as to which the lenders under the Credit Facility obtained an Officers' Certificate at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and secured by all applicable Secured Debt Documents); and

        (2)   Obligations under (x) Hedging Agreements of Fleetwood for the purpose of hedging Fleetwood or its Subsidiaries' exposure to fluctuations in interest or exchange rates, loans, credit exchanges, security or currency valuations or commodity prices and (y) Bank Products; provided, that:

        (a)   such obligations under Hedging Agreements are secured by a Priority Lien on all of the assets and properties that secure Debt (as defined in the Credit Facility) under the Credit Facility; and

        (b)   such Priority Lien is senior to or on a parity with the Priority Liens securing Debt under the Credit Facility.

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"Priority Lien Documents" means the Credit Facility and the Priority Lien Security Documents.

"Priority Lien Obligations" means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt.

"Priority Lien Representative" means the Credit Agreement Agent and any successor thereto.

"Priority Lien Security Documents" means this Agreement, each Lien Sharing and Priority Confirmation, and all security agreements, mortgages, deeds of trust or other grants or transfers for security executed and delivered by any Obligor creating (or purporting to create) a Priority Lien upon Shared Real Estate Collateral in favor of the Priority Lien Collateral Agent, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms.

"Required Noteholders" means, at any time, one or more Noteholders having or holding 2008 Senior Secured Notes representing more than 50% of the aggregate outstanding principal amount of 2008 Senior Secured Notes.

"Required Priority Lien Debtholders" means, at any time, the "Required Lenders," "Majority Lenders" (or similar term) under and as defined in the Credit Facility in effect as of the date hereof or other primary documentation governing each separate Series of Priority Lien Debt.

"Revolving Loans" has the meaning given such term in the Credit Facility as in effect on the date hereof.

"Secured Debt" means Notes Debt and Priority Lien Debt.

"Secured Debt Default" means any event or condition which, under the terms of any credit agreement, indenture or other agreement governing any Series of Secured Debt causes, or permits holders of Secured Debt outstanding thereunder (with or without the giving of notice or lapse of time, or both, and whether or not notice has been given or time has lapsed) to cause, the Secured Debt outstanding thereunder to become immediately due and payable.

"Secured Debt Documents" means the Notes Documents and the Priority Lien Documents.

"Secured Debt Representative" means each Notes Representative and each Priority Lien Representative.

"Secured Obligations" means Notes Obligations and Priority Lien Obligations.

"Secured Parties" means the holders of Secured Obligations and the Secured Debt Representatives.

"Security Documents" means this Agreement, each Lien Sharing and Priority Confirmation, all 2008 Senior Secured Note Mortgages and all security agreements, mortgages, deeds of trust or other grants or transfers for security executed and delivered by any Obligor creating (or purporting to create) a Notes Lien upon Shared Real Estate Collateral in favor of the Collateral Agent, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and Section 3.9.

"Series of Priority Lien Debt" means, severally, the Revolving Loans and Term Loans, in each case outstanding under the Credit Facility.

"Series of Secured Debt" means, severally, each Series of Priority Lien Debt and the Notes Debt.

"Shared Real Estate Collateral" means the Mortgaged Property (as defined in the Credit Facility and as may be released, substituted or supplemented from time to time in accordance with the terms of the Credit Facility) with respect to which a Notes Lien is granted as security for any Notes Obligations.

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"Subsidiary" of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50%) of the voting Capital Stock, is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof.

"Term Loan" has the meaning given such term in the Credit Facility as in effect on the date hereof.

"Trustee" has the meaning set forth in the recitals.

"Type of Priority Lien Debt" means, as to any Series of Priority Lien Debt, either revolving debt or term debt.

"UCC" means the Uniform Commercial Code as in effect in the State of California or any other applicable jurisdiction.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        SECTION 1.2    Rules of Interpretation.

        (a)   All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein have the meanings assigned to them in Article 9 of the UCC.

        (b)   Unless otherwise indicated, any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and restated, or otherwise modified and in effect from time to time or replaced in accordance with the terms of this Agreement.

        (c)   The use in this Agreement or any of the other Security Documents or Priority Lien Security Documents of the word "include" or "including," when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word "will" shall be construed to have the same meaning and effect as the word "shall."

        (d)   References to "Sections," "clauses," "recitals" and the "preamble" will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to "Articles" will be to Articles of this Agreement unless otherwise specifically provided. References to "Exhibits" and "Schedules" will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided.

        (e)   Notwithstanding anything to the contrary in this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of the Indenture (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided, that any reference to any such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of the Indenture (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been (1) made in accordance with the Indenture and (2) prior to the Discharge of Priority Lien Obligations, approved in a writing delivered to the Trustee, the Priority Lien Collateral Agent and the Collateral Agent by, or on behalf of, the requisite holders of Priority Lien Obligations as are needed (if any) under the terms of the applicable Priority Lien Documents to approve such amendment or modification.

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        (f)    This Agreement, the Security Documents and the Priority Lien Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable to this Agreement or the other Security Documents or Priority Lien Security Documents.

ARTICLE 2.
REPRESENTATIONS AND WARRANTIES

        SECTION 2.1    Representations and Warranties of the Priority Lien Collateral Agent.

        The Priority Lien Collateral Agent represents, warrants, acknowledges and agrees on behalf of itself and the holders of Priority Lien Obligations that (1) it is authorized to enter into this Agreement on behalf of itself and such holders, (2) it has the corporate power and authority and the legal right to execute and deliver and perform its obligations under this Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement and (3) this Agreement constitutes a valid and legally binding obligation of the Priority Lien Collateral Agent, enforceable against the Priority Lien Collateral Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity.

        SECTION 2.2    Representations and Warranties of the Collateral Agent.

        The Collateral Agent represents, warrants, acknowledges and agrees on behalf of itself and the Noteholders that (1) it is authorized to enter into this Agreement on behalf of itself and such holders, (2) it has the corporate power and authority and the legal right to execute and deliver and perform its obligations under this Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement and (3) this Agreement constitutes a valid and legally binding obligation of the Collateral Agent, enforceable against the Collateral Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity.

ARTICLE 3.    THE TRUST ESTATES

        SECTION 3.1    Priority of Liens.    (a) Notwithstanding anything else contained herein or in any of the other Security Documents or Priority Lien Security Documents, it is the intent of the parties that:

        (1)   the grant of Priority Liens pursuant to the Priority Lien Security Documents and the grant of Notes Liens pursuant to the Security Documents, respectively, create two separate and distinct Liens: the Priority Liens securing the payment and performance of the Priority Lien Obligations and the Notes Liens securing the payment and performance of the Notes Obligations, respectively; and

        (2)   the Notes Liens on the Shared Real Estate Collateral securing the Notes Obligations are subject and subordinate to the Priority Liens securing the Priority Lien Obligations.

        (3)   The Lien priorities provided for in this Section shall not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the Priority Lien Obligations or the Notes Obligations, by the release of any Shared Real Estate Collateral or of any guarantees securing any secured obligations or by any action that any representative or secured party may take or fail to take in respect of the Shared Real Estate Collateral.

        SECTION 3.2    Restrictions on Enforcement of Notes Liens.

        (a)   Until the Discharge of Priority Lien Obligations, the holders of Priority Lien Obligations will have, subject to the exceptions set forth below in clauses (1) through (8), the exclusive right to enforce,

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collect or realize on any Shared Real Estate Collateral or exercise any other right or remedy with respect to the Shared Real Estate Collateral (including, without limitation, by means of set off), as well as the exclusive right to manage, perform and enforce the terms of the applicable Priority Lien Documents with respect to the Shared Real Estate Collateral, to exercise and enforce all privileges and rights thereunder according to their respective sole discretion and the exercise of their sole business judgment, including the exclusive right to take or retake control or possession of the Shared Real Estate Collateral and to hold, prepare for sale, process, dispose of, or liquidate such Shared Real Estate Collateral and to incur expenses in connection with such disposition and to exercise all the rights and remedies of a secured lender under the UCC or other applicable law of any applicable jurisdiction. Until the Discharge of Priority Lien Obligations, neither the Collateral Agent, nor any Notes Representative or Noteholder may take any action to enforce, collect or realize on any Shared Real Estate Collateral or exercise any other right or remedy with respect to the Shared Real Estate Collateral (including, without limitation, by means of set off) without prior written consent of the Priority Lien Representative. Notwithstanding the foregoing, the Notes Representative and Noteholders may on their behalf, direct the Collateral Agent:

        (1)   to take any action without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations;

        (2)   to deliver any notice or demand necessary to enforce (subject to the prior Discharge of Priority Lien Obligations) any right to claim, take or receive proceeds of Shared Real Estate Collateral remaining after the Discharge of Priority Lien Obligations;

        (3)   to take any action necessary to establish the priority (subject to Priority Liens) of the Notes Liens upon any Shared Real Estate Collateral; provided, that, prior to the Discharge of Priority Lien Obligations, the Notes Representatives and the Noteholders may not require the Collateral Agent to take any action to perfect any Shared Real Estate Collateral through possession or control;

        (4)   to take any action as necessary to create, prove, preserve or protect (but not enforce) the Notes Liens upon any Shared Real Estate Collateral;

        (5)   in the event of an Insolvency or Liquidation Proceeding to file a proof of claim or statement of interest with respect to the Notes Obligations;

        (6)   to file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of any Notes Creditor, including any claims secured by the Shared Real Estate Collateral, in each case in accordance in all respects with the terms of this Agreement;

        (7)   to vote on any plan of reorganization in accordance in all respects with the terms of this Agreement; or

        (8)   to bid for or purchase Shared Real Estate Collateral at any private or judicial foreclosure sale or sale upon such Shared Real Estate Collateral, in each case, initiated by the Priority Lien Creditors.

        (b)   Until the Discharge of Priority Lien Obligations, none of the Noteholders, the Collateral Agent or any Notes Representative will:

        (1)   request judicial relief, in an Insolvency or Liquidation Proceeding or in any other court, that would hinder, delay, limit or prohibit the exercise or enforcement of any right or remedy otherwise available to the holders of Priority Lien Obligations in respect of the Priority Liens on Shared Real Estate Collateral or that would limit, invalidate, avoid or set aside any Priority Lien on Shared Real Estate Collateral or subordinate the Priority Liens on Shared Real Estate Collateral to the Notes Liens on Shared Real Estate Collateral or grant the Notes Liens equal

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ranking on Shared Real Estate Collateral to the Priority Liens on the Shared Real Estate Collateral;

        (2)   (i) oppose or otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure, sale or enforcement of Priority Liens on Shared Real Estate Collateral made by any holder of Priority Lien Obligations or any Priority Lien Representative in any Insolvency or Liquidation Proceeding or (ii) seek relief from the automatic stay or from any injunction against foreclosure, sale or enforcement of Notes Liens on Shared Real Estate Collateral;

        (3)   oppose or otherwise contest any exercise by any holder of Priority Lien Obligations or any Priority Lien Representative of the right to credit bid Priority Lien Obligations at any sale in foreclosure or enforcement of Priority Liens on Shared Real Estate Collateral;

        (4)   oppose or otherwise contest any Enforcement Action by or other request for judicial relief made in any court by any holder of Priority Lien Obligations or any Priority Lien Representative relating to the enforcement of any Priority Lien on Shared Real Estate Collateral;

        (5)   challenge the validity, perfection, priority or enforceability of the Priority Liens on Shared Real Estate Collateral or the Priority Lien Debt or the other Priority Lien Obligations;

        (6)   support or vote for any plan of reorganization in any Insolvency or Liquidation Proceeding if such plan effectively challenges or does not recognize the validity, perfection or priority of the Priority Liens or involves a cram-down of the Priority Liens; or

        (7)   credit bid for any Shared Real Estate Collateral being sold, transferred or otherwise disposed of.

        (c)   (i) Until the Payment in full of all Notes Obligations, none of the holders of Priority Lien Obligations, in their capacities as holders of Priority Lien Debt, the Priority Lien Collateral Agent or any Priority Lien Representative will challenge the validity, perfection, priority or enforceability of the Liens in favor of the Collateral Agent on behalf of the Noteholders on the Notes Real Estate Collateral that is subject to a Lien permitted by clause (j) of the definition of Permitted Liens.

         (ii)  Until the Discharge of Priority Lien Obligations, none of the Noteholders, the Collateral Agent or the Notes Representative will challenge the validity, perfection, priority or enforceability of the Liens in favor of the Priority Lien Collateral Agent on behalf of the holders of Priority Lien Debt or the other Priority Lien Obligations on the Other Priority Lien Collateral.

        (d)   At any time that is both prior to the Discharge of Priority Lien Obligations and after (1) the commencement of any Insolvency or Liquidation Proceeding or (2) the Collateral Agent and each Notes Representative having received written notice from any Priority Lien Representative at the direction of an Act of Required Debtholders stating that (A) any Series of Priority Lien Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (B) the holders of Priority Liens securing one or more Series of Priority Lien Debt have become entitled under any Priority Lien Documents to enforce any or all of the Priority Liens by reason of a default under such Priority Lien Document and are commencing, have commenced or intend promptly to commence an Enforcement Action, no transfer of Shared Real Estate Collateral will be made to, and no payment of money (or the equivalent of money) will be made from the proceeds of Shared Real Estate Collateral to, the Collateral Agent, any Notes Representative or any Noteholder (including, without limitation, payments and prepayments made for application to Notes Obligations and all other payments and deposits made pursuant to any provision of any Notes Document, in each case, from the proceeds of Shared Real Estate Collateral). Each Notes Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all Shared Real Estate Collateral or proceeds of

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Shared Real Estate Collateral to the Priority Lien Collateral Agent in the circumstances contemplated by clauses (1) and (2) above.

        (e)   All Shared Real Estate Collateral and proceeds of Shared Real Estate Collateral received by the Collateral Agent, any Notes Representative or any Noteholder at any time prior to the Discharge of Priority Lien Obligations in violation of Section 3.2(d) or otherwise in violation of this Agreement will be held by the Collateral Agent, the applicable Notes Representative or the applicable Noteholder for the account of the holders of Priority Liens and remitted to any Priority Lien Representative upon demand by such Priority Lien Representative. The Notes Liens will remain attached to and enforceable against all proceeds so held or remitted. All proceeds of Shared Real Estate Collateral received by the Collateral Agent, any Notes Representative or the Noteholders not in violation of Section 3.2(d) will be received by the Collateral Agent, such Notes Representatives or such Noteholder free from the Priority Liens and all other Liens except the Notes Liens.

        (f)    The Collateral Agent, the Trustee and each Noteholder each (a) waives any and all notice of the creation, renewal, extension or accrual of any of the Priority Lien Obligations under the Priority Lien Documents and notice of or proof of reliance by the holders of the Priority Lien Obligations and Priority Lien Representatives under this Agreement, and protest, demand for payment or notice except to the extent otherwise specified herein, (b) consents to all Enforcement Actions that may be taken by any Priority Lien Creditor with respect to the Shared Real Estate Collateral and waives all rights to object to any Enforcement Action taken or omitted to be taken at any time by any Priority Lien Creditor, it being agreed that the Priority Lien Creditors shall have sole discretion in taking or omitting to take Enforcement Action against the Shared Real Estate Collateral and (c) acknowledges and agrees that the holders of the Priority Lien Obligations and the Priority Lien Representatives have relied upon the Lien priority and other provisions of this Agreement consenting to the incurrence by Fleetwood and the other Obligors of their obligations in respect of the 2008 Senior Secured Notes and in making funds available to Fleetwood and the Borrowers under the Priority Lien Documents.

        (g)   Until the Discharge of Priority Lien Obligations, the Priority Lien Collateral Agent will have the exclusive right, subject to the rights of Fleetwood and the other Obligors under the applicable Priority Lien Documents, to settle and adjust claims in respect of the Shared Real Estate Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Shared Real Estate Collateral.

        (h)   To the extent that the Collateral Agent has an interest in any real property constituting Shared Real Estate Collateral, it will not hinder or impair any efforts of the Priority Lien Collateral Agent in removing any Other Priority Lien Collateral or any other asset subject to any Lien in favor of the Credit Agreement Agent from any such real property.

        (i)    The foregoing provisions will not apply to the compensation, reimbursement and indemnity rights of each of the Trustee and the Collateral Agent in any of its capacities.

        (j)    Notwithstanding the foregoing, both before and during an Insolvency or Liquidation Proceeding, the Noteholders and the Notes Representative may take any actions and exercise any and all rights in respect of any Notes Real Estate Collateral that is subject to a Lien permitted by clause (j) of the definition of Permitted Liens and any and all rights that would be available to a holder of unsecured claims (including, without limitation, the right to commence an Insolvency or Liquidation Proceeding against Fleetwood or any other Obligor and to propose, support, object to or vote in favor of or against any plan of reorganization or similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding); provided that, by accepting a 2008 Senior Secured Note, each Noteholder agrees (A) until the Discharge of Priority Lien Obligations, not to take any of the actions described above in clauses (1) through (7) of Section 3.2(b) or oppose or contest any order that it has agreed not to oppose or contest under Section 3.6 and (B) to comply with Sections 3.2(b) and 3.2(c).

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        SECTION 3.3    Waiver of Right of Marshalling.

        (a)   Prior to the Discharge of Priority Lien Obligations, Noteholders, each Notes Representative and the Collateral Agent may not assert or enforce any right of marshalling, appraisement, valuation or other similar right that may otherwise be available under applicable law accorded to a junior lienholder with respect to any of the Shared Real Estate Collateral, as against the holders of Priority Lien Obligations and the Priority Lien Representatives (in their capacity as priority lienholders).

        (b)   Following the Discharge of Priority Lien Obligations, the Noteholders and any Notes Representative may assert their right under the UCC or otherwise to any proceeds remaining following a sale or other disposition of Shared Real Estate Collateral by, or on behalf of, the holders of Priority Lien Obligations.

        SECTION 3.4    Discretion in Enforcement of Priority Liens.

        (a)   In exercising rights and remedies with respect to the Shared Real Estate Collateral, the Priority Lien Representatives may enforce (or refrain from enforcing) the provisions of the Priority Lien Documents and exercise (or refrain from exercising) remedies thereunder or any such rights and remedies, all in such order and in such manner as they may determine in the exercise of their sole and exclusive discretion in accordance with applicable law, including:

        (1)   the exercise or forbearance from exercise of all rights and remedies in respect of the Shared Real Estate Collateral and/or the Priority Lien Obligations;

        (2)   the enforcement or forbearance from enforcement of any Priority Lien in respect of the Shared Real Estate Collateral;

        (3)   the acceptance of the Shared Real Estate Collateral in full or partial satisfaction of the Priority Lien Obligations; and

        (4)   the exercise or forbearance from exercise of all rights and remedies of a secured lender under the UCC or any similar law of any applicable jurisdiction or in equity.

        Without limiting the foregoing, the Noteholders and the Notes Representatives agree that neither the Priority Lien Collateral Agent nor any holder of Priority Lien Obligations will have any duty or obligations first to marshal or realize upon any Other Priority Lien Collateral, or to sell, dispose of or otherwise liquidate all or any portion of such Other Priority Lien Collateral, in any manner that would maximize the return to the Noteholders, notwithstanding that the order and timing of any such realization, sale disposition or liquidation may affect the amount of proceeds actually received by the Noteholders from such realization, sale, disposition or liquidation.

        SECTION 3.5    Discretion in Enforcement of Priority Lien Obligations.

        (a)   Without in any way limiting the generality of Section 3.4, the holders of Priority Lien Obligations and the Priority Lien Representatives may, at any time and from time to time, without the consent of or notice to Noteholders or the Notes Representatives, without incurring responsibility to Notes Creditors and without impairing or releasing the subordination of the Lien in favor of Notes Creditors on the Shared Lien Real Estate Collateral provided in this Agreement or the obligations hereunder of the Notes Creditors, do any one or more of the following:

        (1)   change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the Priority Lien Obligations, or otherwise amend or supplement in any manner the Priority Lien Obligations, or any instrument evidencing the Priority Lien Obligations or any agreement under which the Priority Lien Obligations are outstanding;

        (2)   release any Person or entity liable in any manner for the collection of the Priority Lien Obligations;

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        (3)   release the Priority Lien on any Shared Real Estate Collateral; and

        (4)   exercise or refrain from exercising any rights against Fleetwood, any Borrower or any Obligor.

        SECTION 3.6    Insolvency or Liquidation Proceedings.

        (a)   If in any Insolvency or Liquidation Proceeding and prior to the Discharge of Priority Lien Obligations, the holders of Priority Lien Obligations by an Act of Required Debtholders consent to any order:

        (1)   for use of cash collateral;

        (2)   approving a debtor-in-possession financing (a "DIP Financing");

        (3)   granting any relief on account of Priority Lien Obligations as adequate protection (or its equivalent) for the benefit of the holders of Priority Lien Obligations in the Shared Real Estate Collateral subject to Priority Liens; or

        (4)   relating to a sale of assets of Fleetwood or any other Obligor that provides, to the extent the assets sold are to be free and clear of Liens, that all Priority Liens and Notes Liens will attach to the proceeds of the sale,

then, the Noteholders and each Notes Representative, will not oppose or otherwise contest the entry of such order, so long as in the case of an order approving a DIP Financing, the DIP Financing is secured by a Lien that is senior to or on a parity with all Priority Liens upon Shared Real Estate Collateral in such Insolvency or Liquidation Proceeding, and so long as in all cases under clauses (1) through (4) above, none of the holders of Priority Lien Obligations or any Priority Lien Representative in any respect opposes or otherwise contests any request made by any holder of Notes Obligations or a Notes Representative for the grant to the Collateral Agent, for the benefit of the holders of Notes Obligations, of a junior Lien upon such Shared Real Estate Collateral on which a Lien is (or is to be) granted under such order to secure the Priority Lien Obligations, co-extensive in all respects with, but subordinated (as set forth in Section 3.1) to, such Lien and all Priority Liens on such Shared Real Estate Collateral. For the avoidance of doubt, in no event shall this Section 3.6(a) be construed to require any Noteholder or Notes Representative to consent to, or waive the right to contest, any order approving a DIP Financing (x) secured solely by a Lien on the Notes Real Estate Collateral that is permitted by clause (j) of the definition of Permitted Liens or (y) secured by a Lien on the Notes Real Estate Collateral that is permitted by clause (j) of the definition of Permitted Liens and senior to or on a parity with the Liens on the Notes Real Estate Collateral in favor of the Collateral Agent on behalf of the Noteholders.

        (b)   The Noteholders or any Notes Representative will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief), including seeking periodic payments during the pendency of the Insolvency or Liquidation Proceeding or seek any liens other than those specifically permitted below based upon their interest in the Shared Real Estate Collateral under the Notes Liens (provided, that in no event shall this clause (b) prevent a motion for adequate protection based solely upon their interest in the Notes Real Estate Collateral Lien that is subject to a Lien permitted by clause (j) of the definition of Permitted Liens) except that:

        (1)   they may freely seek and obtain relief granting a Junior Lien in respect of their Notes Obligations co-extensive in all respects with, but subordinated on the same basis as the other Liens securing the Notes Obligations are otherwise subordinated under Section 3.1 to all Liens securing the Priority Lien Obligations on Shared Real Estate Collateral (including, without limitation, any Liens granted to the holders of Priority Lien Obligations or any agent or representative thereof as adequate protection and any "carve-out" agreed to by the holders of Priority Lien Obligations (so

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long as the Priority Liens are subject to the same "carve-out")) and to all Liens securing DIP Financings; and

        (2)   from and after the date that any Insolvency or Liquidation Proceeding is commenced, in the event any Obligor, as debtor in possession, or any bankruptcy trustee acting on behalf of any Obligor seeks to sell any Shared Real Estate Collateral under 11 U.S.C. Section 363 free and clear of any Lien securing the Notes Obligations, the Collateral Agent, on behalf of the Noteholders, shall be entitled to seek or request adequate protection in respect of the Notes Obligations in the form of replacement Liens on any other asset of any Obligor other than any asset that is part of the Other Priority Lien Collateral; provided that, in connection with such a request or otherwise, (i) the Priority Lien Collateral Agent, on behalf of the holders of the Priority Lien Obligations, is or has been granted a senior replacement Lien on all such assets as security for the Priority Lien Obligations and (ii) any replacement Lien which is or might be granted on such assets securing the Notes Obligations is subordinated in all respects to the Lien on such assets securing the Priority Lien Obligations and any DIP Financing on the same basis as the other Liens securing the Notes Obligations are subordinated to the Liens securing the Priority Lien Obligations hereunder. Any Lien granted to the Collateral Agent in contravention of this Section 3.6(b)(2) shall be deemed subordinated to the Liens of the Priority Lien Collateral Agent and, if the Priority Lien Collateral Agent is not granted a replacement Lien on the same assets, then any proceeds of such assets received by the Collateral Agent, any Notes Representative or any Noteholder at any time prior to the Discharge of Priority Lien Obligations will be held by the Collateral Agent, the applicable Notes Representative or the applicable Noteholder for the account of the holders of Priority Lien Obligations and remitted to any Priority Lien Representative upon demand by such Priority Lien Representative.

        (3)   they may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations.

        (c)   Notwithstanding the foregoing, both before and during an Insolvency or Liquidation Proceeding, the Noteholders and the Notes Representatives may take any actions and exercise any and all rights in respect of any Notes Real Estate Collateral that is subject to a Lien permitted by clause (j) of the definition of Permitted Liens and any and all rights that would be available to a holder of unsecured claims (including, without limitation, the right to commence an Insolvency or Liquidation Proceeding against Fleetwood or any other Obligor and to propose, support, object to or vote in favor of or against any plan of reorganization or similar dispositive restructuring plan in any Insolvency or Liquidation Proceeding); provided that, by accepting a new note, each Holder of new notes will agree (A) not to take any of the actions described above clauses (1) through (7) of Section 3.2(b) or oppose or contest any order that it has agreed not to oppose or contest under this Section 3.6 and (B) to comply with Sections 3.2(b) and 3.02(c).

        SECTION 3.7    Reserved.

        SECTION 3.8    Amendment of Priority Lien Security Documents.

        (a)   From and after the date, if any, that there is Priority Lien Debt other than that arising under the Credit Facility, no amendment or supplement to the provisions of any Priority Lien Security Document will be effective without the approval of the Priority Lien Collateral Agent acting as directed by the Required Priority Lien Debtholders, except that:

        (1)   any amendment or supplement that has the effect solely of adding or maintaining Shared Real Estate Collateral, securing additional Priority Lien Obligations that was otherwise permitted by the terms of the Priority Lien Documents to be secured by the Shared Real Estate Collateral or preserving, perfecting or establishing the priority of the Priority Liens or the rights of the Priority

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Lien Collateral Agent therein will become effective when executed and delivered by Fleetwood or any applicable Obligor party thereto and the Priority Lien Collateral Agent;

        (2)   no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Priority Lien Obligations:

        (A)  to vote its outstanding Priority Lien Debt as to any matter described as subject to direction by the Required Priority Lien Debtholders (or amends the provisions of this clause (2) or the definition of "Required Priority Lien Debtholders"),

        (B)  to share in the order of application described under Section 3.1 in the proceeds of enforcement of or realization on any Shared Real Estate Collateral, or

        (C)  to require that Priority Liens be released only as set forth in the provisions described under Section 5.1,

will become effective without the consent of the requisite percentage or number of holders of each Series of Priority Lien Debt so affected under the applicable Priority Lien Document; and

        (3)   no amendment or supplement that imposes any obligation upon the Priority Lien Collateral Agent or any Priority Lien Representative or adversely affects the rights of the Priority Lien Collateral Agent or any Priority Lien Representative, in its individual capacity as such, will become effective without the consent of the Priority Lien Collateral Agent or such Priority Lien Representative.

        (b)   Any amendment or supplement to the provisions of the Priority Lien Security Documents that releases Shared Real Estate Collateral will be effective only in accordance with the requirements set forth in the applicable Priority Lien Documents referenced under 5.1.

        (c)   So long as any obligations under the Credit Facility are outstanding, Fleetwood may not designate any facility (other than any arising as a consequence of an amendment, modification, extension, restatement, replacement, refunding or refinancing of a Credit Facility) as a Credit Facility without the consent of the Required Priority Lien Debtholders, which consent may be withheld in the sole discretion of the Required Priority Lien Debtholders.

        SECTION 3.9    Amendment of Security Documents.

        (a)   No amendment or supplement to the provisions of any Security Document constituting a Notes Document will be effective without the approval of the Collateral Agent acting as directed by the Required Noteholders, except that:

        (1)   any amendment or supplement that has the effect solely of adding or maintaining Shared Real Estate Collateral, securing additional Notes Debt that was otherwise permitted by the terms of the Notes Documents to be secured by the Shared Real Estate Collateral or preserving, perfecting or establishing the priority of the Notes Liens or the rights of the Collateral Agent therein will become effective when executed and delivered by Fleetwood or any applicable Obligor party thereto and the Collateral Agent;

        (2)   no amendment or supplement that reduces, impairs or adversely affects the right of any Noteholder:

        (A)  to vote its outstanding Notes Debt as to any matter described as subject to direction by the Required Noteholders (or amends the provisions of this clause (2) or the definition of "Required Noteholders"),

        (B)  to share in the order of application described under Sections 4.1 and 4.2 in the proceeds of enforcement of or realization on any Shared Real Estate Collateral, or

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        (C)  to require that Notes Liens be released only as set forth in the provisions described under Section 5.1,

will become effective without the consent of the requisite percentage or number of Noteholders so affected under the applicable Notes Document; and

        (3)   no amendment or supplement that imposes any obligation upon the Collateral Agent or any Notes Representative or adversely affects the rights of the Collateral Agent or any Notes Representative, respectively, in its individual capacity as such, will become effective without the consent of the Collateral Agent or such Notes Representative, respectively.

        Any amendment or supplement to the provisions of the Security Documents that releases Shared Real Estate Collateral will be effective only in accordance with the requirements set forth in Section 5.1. Any amendment or supplement that results in the Collateral Agent's Liens upon the Shared Real Estate Collateral no longer securing the 2008 Senior Secured Notes and the other obligations under the Indenture may only be effected in accordance with Section 5.4.

        (b)   Notwithstanding anything to the contrary in this Section 3.9, but subject to Sections 3.9(a)(2) and 3.9(a)(3):

        (1)   any mortgage or other Security Document that secures Notes Obligations (but not Priority Lien Obligations) may be amended or supplemented with the approval of the Collateral Agent acting as directed in writing by the Required Noteholders, unless such amendment or supplement would not be permitted under this Agreement or the other Priority Lien Documents; provided that any such mortgage or other Security Document may in any event be amended, supplemented or otherwise modified (w) to add or replace or substitute Shared Real Estate Collateral pursuant to the terms of the Notes and this Agreement and with respect to which such added or replacement Liens are permitted to be granted by the Priority Lien Documents, (x) to release any Lien securing the Notes, (y) to reduce the amount of Notes Obligations secured by such mortgage or other Security Document and (z) subject to the Priority Lien Collateral Agent's prior written consent, to conform such mortgage or other Security Document to the applicable Priority Lien Security Documents or to make changes otherwise consistent with the terms of the Priority Lien Documents and this Agreement;

        (2)   any amendment or waiver of, or any consent under, any provision of this Agreement or any other Security Document that secures Priority Lien Obligations to the extent related to the Shared Real Estate Collateral will apply automatically to any comparable provision of any comparable Notes Document (but only to the extent as such provision relates to the Shared Real Estate Collateral) without the consent of or notice to any Noteholders and without any action by Fleetwood or any other Obligor or any Noteholder; provided that such amendment, waiver or consent does not materially adversely affect the rights of the Noteholders in the Shared Real Estate Collateral in a manner materially different from that affecting the rights of the holders of Priority Lien Obligations thereunder or therein; and

        (3)   right of the holders of the Notes Obligations to amend the Notes Documents will be restricted to the extent provided in the Credit Facility.

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ARTICLE 4.    INTERCREDITOR RELATIONS

        SECTION 4.1    Application of Proceeds in Distributions by the Priority Lien Collateral Agent.

        (a)   The Priority Lien Collateral Agent will apply the proceeds of any foreclosure, collection or other enforcement of Liens granted to the Priority Lien Collateral Agent in the Priority Lien Security Documents in the following order of application:

        FIRST, to the payment of all amounts payable under the Priority Lien Documents on account of the Priority Lien Collateral Agent's and Priority Lien Representative's fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Priority Lien Collateral Agent or Priority Lien Representative or any co-trustee or agent of the Priority Lien Collateral Agent or Priority Lien Representative in connection with any Priority Lien Security Document, in such order as may be provided in the Priority Lien Documents;

        SECOND, to the payment of Indebtedness and other Obligations that are then due and payable (other than Secured Debt or any subordinated Debt) and that are secured by a Permitted Lien on the Shared Real Estate Collateral sold or realized upon (to the extent such Permitted Lien has priority over Priority Lien Obligations);

        THIRD, to the respective Priority Lien Representatives for application to the payment of all outstanding Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as may be provided in the Priority Lien Documents in an amount sufficient to Pay in Full all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt);

        FOURTH, to the payment of all amounts payable under the Notes Documents on account of the Collateral Agent's and Notes Representative's fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Agent, the Notes Representative or any co-trustee or agent of the Collateral Agent or Notes Representative in connection with any Security Document;

        FIFTH, to the respective Notes Representatives for application to the payment of all outstanding Notes Debt and any other Notes Obligations that are then due and payable in such order as may be provided in the Notes Documents in an amount sufficient to pay in full in cash all outstanding Notes Debt and all other Notes Obligations that are then due and payable (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Notes Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Notes Document) of all outstanding letters of credit, if any, constituting Notes Debt);

        SIXTH, to the holders of Permitted Liens (other than those for which application was made under clauses SECOND above), for payment of all amounts that are then due and payable and that are secured by Permitted Liens on the Shared Real Estate Collateral sold or realized upon; and

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        SEVENTH, any surplus remaining after the Payment in Full of the amounts described in the preceding clauses will be paid to Fleetwood or the applicable Obligor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

        (b)   In connection with the application of proceeds pursuant to Section 4.1(a), except as otherwise directed by an Act of Required Debtholders, the Priority Lien Collateral Agent may sell any non-cash proceeds for cash prior to the application of the proceeds thereof.

        (c)   To the extent that a Priority Lien Creditor receives payments on its Priority Lien Obligations or proceeds of Shared Real Estate Collateral for application to its Priority Lien Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a "Priority Claim Avoidance"), then to the extent of such payment or proceeds received, such Priority Lien Obligations, or part thereof, intended to be satisfied by such payment or proceeds will be revived and continue in full force and effect as if such payments or proceeds had not been received by such Priority Lien Creditor, Discharge of Priority Lien Obligations will be deemed not to have occurred, and this Agreement, if theretofore terminated, will be reinstated in full force and effect as of the date of such Priority Claim Avoidance, and such prior termination will not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Lien Creditors and the Notes Creditors provided for therein with respect to any event occurring on or after the date of such Priority Claim Avoidance.

        SECTION 4.2    Application of Proceeds in Distributions by the Collateral Agent.

        (a)   Notwithstanding Section 4.1, following the Discharge of Priority Lien Obligations, the Collateral Agent will apply the proceeds of any collection, sale, foreclosure or other realization upon any Shared Real Estate Collateral and the proceeds of any title insurance policy required under any Notes Document in the following order of application:

        FIRST, to the payment of all amounts payable under the Notes Documents on account of the Collateral Agent's and the Notes Representative's fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Agent, the Notes Representative or any co-trustee or agent of the Collateral Agent or the Notes Representative in connection with any Security Document;

        SECOND, in accordance with clauses FIFTH, SIXTH and SEVENTH of Section 4.1(a).

        (b)   If any Notes Representative or any Noteholder collects or receives any proceeds of such foreclosure, collection or other enforcement that should have been applied to the payment of the Priority Lien Obligations in accordance with Section 4.1(a) above, whether after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such Notes Representative or such Noteholder, as the case may be, will forthwith deliver the same to the Priority Lien Collateral Agent, for the account of the holders of the Priority Lien Obligations and other Obligations secured by a Permitted Lien (other than a Notes Lien or a Junior Lien), to be applied in accordance with Section 4.1(a). Until so delivered, such proceeds will be held by that Notes Representative or that Noteholder, as the case may be, for the benefit of the holders of the Priority Lien Obligations and other Obligations secured by a Permitted Lien (other than a Notes Lien or a Junior Lien).

        (c)   This Section 4.2 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Secured Obligations, each present and future Secured Debt Representative, the Priority Lien Collateral Agent as holder of Priority Liens and the Collateral Agent as Noteholder. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Lien Sharing and Priority Confirmation to the Priority Lien Collateral Agent, the

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Collateral Agent and each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt.

        (d)   In connection with the application of proceeds pursuant to Section 4.2(a), except as otherwise directed by an Act of Required Debtholders, the Collateral Agent may sell any non-cash proceeds for cash prior to the application of the proceeds thereof.

ARTICLE 5.    OBLIGATIONS ENFORCEABLE BY THE OBLIGORS

        SECTION 5.1    Release of Liens on Shared Real Estate Collateral.

        (a)   The Priority Liens and the Notes Liens upon the Shared Real Estate Collateral will be released:

        (1)   in whole, upon (A) Payment in Full of all outstanding Secured Debt and all other Secured Obligations that are outstanding, due and payable at the time all of the Secured Debt is Paid in Full and (B) termination or expiration of all commitments to extend credit under all Secured Debt Documents and the cancellation or termination or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt Documents; or

        (2)   as to any Shared Real Estate Collateral (x) that is sold, transferred or otherwise disposed of by any Obligor to a Person that is not (either before or after such sale, transfer or disposition) an Obligor in a transaction or other circumstance that is permitted by the terms of the Credit Facility or is otherwise consented to by an Act of Required Debtholders; provided, that the proceeds of such sale, transfer or other disposition are thereafter applied in accordance with Section [Asset Sales] of the Indenture (as originally in effect or as amended in accordance with the Credit Facility that is then in effect); or (y) that is released, substituted or replaced by any Obligor in a transaction or other circumstance that complies with Section 2.8 of the Credit Facility; provided, in the case of this clause (y) only, that the Notes Obligations are secured by a Lien on any such replacement or substitute collateral that is subordinate only to (i) any Lien securing Priority Lien Obligations and (ii) Permitted Liens arising by operation of law; or

        (3)   as to a release of less than all or substantially all of the Shared Real Estate Collateral, if consent to the release of all Priority Liens on such Shared Real Estate Collateral has been given by an Act of Required Debtholders (other than in connection with a Payment in Full of all Priority Lien Obligations); or

        (4)   as to a release of all or substantially all of the Shared Real Estate Collateral, if (A) consent to the release of that Shared Real Estate Collateral has been given by the requisite percentage or number of holders of each Series of Secured Debt at the time outstanding as provided for in the applicable Secured Debt Documents and (B) Fleetwood has delivered an Officers' Certificate to the Priority Lien Collateral Agent and the Collateral Agent certifying that any such necessary consents have been obtained.

        (b)   The Priority Lien Collateral Agent and the Collateral Agent agree for the benefit of the Obligors that if the Priority Lien Collateral Agent or Collateral Agent, as applicable, at any time receives:

        (1)   an Officers' Certificate stating that (A) the signing officer has read Article 5 of this Agreement and understands the provisions and the definitions relating hereto, (B) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Debt Documents, if any, relating to the release of the Shared Real Estate Collateral have

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been complied with and (C) in the opinion of such officer, such conditions precedent, if any, have been complied with;

        (2)   the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and

        (3)   prior to the Discharge of Priority Lien Obligations, the written confirmation of each Priority Lien Representative (or, at any time after the Discharge of Priority Lien Obligations, each Notes Representative) (such confirmation to be given following receipt of, and based solely on, the Officers' Certificate described in clause (1) above) that, in its view, such release is permitted by Section 5.1(a) and the respective Secured Debt Documents governing the Secured Obligations the holders of which such Secured Debt Representative represents;

then the Priority Lien Collateral Agent or Collateral Agent, as applicable, will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to Fleetwood or the applicable Obligor on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 5.2(b) by the Priority Lien Collateral Agent or Collateral Agent, as applicable.

        (c)   The Priority Lien Collateral Agent and the Collateral Agent hereby agree that:

        (1)   in the case of any release pursuant to clause (2) of Section 5.2(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of Fleetwood or the applicable Obligor, the Priority Lien Collateral Agent and the Collateral Agent, as requested, will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and

        (2)   at any time when a Secured Debt Default under a Series of Secured Debt that constitutes Notes Debt has occurred and is continuing, within one Business Day of the receipt by it of any Act of Required Debtholders pursuant to Section 5.1(a)(3), the Priority Lien Collateral Agent prior to the Discharge of Notes Obligations and the Collateral Agent thereafter will deliver a copy of such Act of Required Debtholders to each Secured Debt Representative.

        (d)   Each Secured Debt Representative hereby agrees that:

        (1)   as soon as reasonably practicable after receipt of an Officers' Certificate from Fleetwood pursuant to Section 5.1(b)(1) it will, to the extent required by such Section, either provide (A) the written confirmation required by Section 5.1(b)(3), (B) a written statement that such release is not permitted by Section 5.1(a) or (C) a request for further information from Fleetwood reasonably necessary to determine whether the proposed release is permitted by Section 5.1(a) and after receipt of such information such Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and

        (2)   promptly upon the receipt by it of any notice from the Priority Lien Collateral Agent prior to the Discharge of Notes Obligations and the Collateral Agent thereafter pursuant to Section 5.1(c)(2), such Secured Debt Representative will deliver a copy of such notice to each registered holder of the Series of Priority Lien Debt or Notes Debt for which it acts as Secured Debt Representative.

        SECTION 5.2    Delivery of Copies to Secured Debt Representatives.    Fleetwood will deliver to each Secured Debt Representative a copy of each Officers' Certificate delivered to the Priority Lien Collateral Agent or the Collateral Agent pursuant to Section 5.1(b), together with copies of all documents delivered to the Priority Lien Collateral Agent or the Collateral Agent with such Officers'

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Certificate. The Secured Debt Representatives will not be obligated to take notice thereof or to act thereon, subject to Section 5.1(d).

        SECTION 5.3    Collateral Agents Not Required to Serve, File or Record.    The Priority Lien Collateral Agent and the Collateral Agent are not required to serve, file, register or record any instrument releasing or subordinating their Liens on any Shared Real Estate Collateral to any third party; provided, however, that if Fleetwood or any other Obligor shall make a written demand for a termination statement under Section 9-513(c) of the UCC, the Priority Lien Collateral Agent and the Collateral Agent shall comply with the written request of Fleetwood or such Obligor to comply with the requirements of such UCC provision; provided, further, that the Priority Lien Collateral Agent and the Collateral Agent must first confirm with the Secured Debt Representatives that the requirements of such UCC provisions have been satisfied.

        SECTION 5.4    Release of Liens in Respect of 2008 Senior Secured Notes.    The Collateral Agent's Notes Lien will no longer secure the 2008 Senior Secured Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the Noteholders to the benefits and proceeds of the Collateral Agent's Notes Lien on the Shared Real Estate Collateral will terminate and be discharged:

        (1)   upon satisfaction and discharge of the Indenture as set forth under Article [    ] [the "Satisfaction and Discharge" provisions] of the Indenture;

        (2)   upon a Legal Defeasance or Covenant Defeasance (each as defined under the Indenture) of the 2008 Senior Secured Notes as set forth under Article [    ] [the "Legal Defeasance and Covenant Defeasance" provisions] of the Indenture;

        (3)   upon Payment in Full and discharge of all 2008 Senior Secured Notes outstanding under the Indenture and all Obligations that are outstanding, due and payable under the Indenture at the time the 2008 Senior Secured Notes are Paid in Full and discharged;

        (4)   in whole or in part, with the consent of the requisite percentage of Noteholders in accordance with Article [    ] [the "Amendment, Supplement and Waiver" provisions] of the Indenture; or

        (5)   upon a release of the Priority Lien on such Shared Real Estate Collateral in accordance with Section 2.8 of the Credit Facility; provided that, (i) a Lien subordinate only to (x) any Lien securing Priority Lien Obligations and (y) Permitted Liens arising from the operation of law will be created in favor of the Notes Representative on any collateral substituted for the collateral on which such Notes Lien is released.

ARTICLE 6.    NOTES REAL ESTATE COLLATERAL

        SECTION 6.1    Access Rights

        (a)   In the event the Priority Lien Collateral Agent or any of its representatives shall require access to any Notes Real Estate Collateral on which Other Priority Lien Collateral is located relating to or in connection with the exercise of any remedies with respect to any Other Priority Lien Collateral, the Priority Lien Collateral Agent agrees not to commence an Other Priority Lien Collateral Enforcement until an Other Priority Lien Collateral Enforcement Notice has been given to the Collateral Agent.

        (b)   If the Collateral Agent, or any agent or representative of the Collateral Agent, or any receiver, shall obtain possession or physical control of any parcel of the Notes Real Estate Collateral, the Collateral Agent shall promptly notify the Priority Lien Collateral Agent of that fact and the Priority Lien Collateral Agent shall, within thirty (30) days thereafter, notify the Collateral Agent as to whether the Priority Lien Collateral Agent desires to exercise access rights under this Agreement as to

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such parcel of the Notes Real Estate Collateral, at which time the parties shall confer in good faith to coordinate with respect to the Priority Lien Collateral Agent's exercise of such access rights. Access rights may apply to differing parcels of Notes Real Estate Collateral at differing times, in which case, a differing Notes Real Estate Collateral Access Period may apply to each such property.

        (c)   Upon delivery of notice to the Collateral Agent as provided in Section 6.1(b), the Notes Real Estate Collateral Access Period shall commence for the subject parcel of Notes Real Estate Collateral. During the Notes Real Estate Collateral Access Period as to any parcel of such Notes Real Estate Collateral, the Priority Lien Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the parcel of the Notes Real Estate Collateral for the purpose of arranging for and effecting the sale or other disposition of Other Priority Lien Collateral or any Other Priority Lien Collateral Enforcement, including the production, completion, packaging and other preparation of such Other Priority Lien Collateral for sale or other disposition. During any such Notes Real Estate Collateral Access Period, the Priority Lien Collateral Agent and its representatives (and persons employed on their behalf) may continue to operate, service, maintain, process and sell the Other Priority Lien Collateral, as well as to engage in bulk and other sales of Other Priority Lien Collateral. The Priority Lien Collateral Agent shall take proper care of any Notes Real Estate Collateral that is used by the Priority Lien Collateral Agent during the Notes Real Estate Collateral Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by Priority Lien Collateral Agent or its agents, representatives or and Priority Lien Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of any of the Notes Real Estate Collateral.

        (d)   If any order or injunction is issued or stay is granted which prohibits the Priority Lien Collateral Agent from exercising its rights hereunder as to a parcel of the Notes Real Estate Collateral, then at the Priority Lien Collateral Agent's option, the Notes Real Estate Collateral Access Period granted to the Priority Lien Collateral Agent under this Section 6.1 for such parcel shall be stayed as to such parcel during the period of such prohibition and shall continue thereafter as to such parcel for the number of days remaining as required under this Section 6.1. If the Collateral Agent shall foreclose or otherwise sell any of the Notes Real Estate Collateral, the Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring the Notes Real Estate Collateral subject to the terms of this Agreement to the extent applicable.

ARTICLE 7.    MISCELLANEOUS PROVISIONS

        SECTION 7.1    Amendment of This Agreement.    No amendment or supplement to the provisions of this Agreement will be effective unless made in accordance with Section 3.8 and Section 3.9.

        SECTION 7.2    Voting.    In connection with any matter under this Agreement requiring a vote of holders of Secured Debt, each Series of Secured Debt will cast its votes in accordance with the Secured Debt Documents governing such Series of Secured Debt. The amount of Secured Debt to be voted by a Series of Secured Debt will equal (1) the aggregate principal amount of Secured Debt held by such Series of Secured Debt (including outstanding letters of credit whether or not then available or drawn), plus (2) the aggregate unfunded commitments to extend credit which, when funded, would constitute Debt of such Series of Secured Debt. Following and in accordance with the outcome of the applicable vote under its Secured Debt Documents, the Secured Debt Representative of each Series of Secured Debt will cast all of its votes as a block in respect of any vote under this Agreement.

        SECTION 7.3    Further Assurances.    Upon the reasonable request of the Priority Lien Collateral Agent, Collateral Agent or any Secured Debt Representative at any time and from time to time, Fleetwood and each Obligor will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required, or that the Priority Lien Collateral Agent or Collateral Agent may reasonably request, to create, perfect, protect, assure or enforce the Priority Liens and Notes Liens and the

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benefits intended to be conferred, in each case as contemplated by the Priority Lien Documents and the Notes Documents, for the benefit of the holders of Priority Lien Obligations and Notes Obligations.

        SECTION 7.4    Delivery of Shared Real Estate Collateral and Proceeds of Shared Real Estate Collateral.     Following the Discharge of Priority Lien Obligations, the Priority Lien Collateral Agent will, to the extent permitted by applicable law, deliver to (1) the Collateral Agent or (2) such other person as a court of competent jurisdiction may otherwise direct, (a) any Shared Real Estate Collateral held by, or on behalf of, the Priority Lien Collateral Agent or any holder of Priority Lien Obligations (other than cash collateral described in clause (3) of the definition of "Discharge of Priority Lien Obligations", and (b) all proceeds of Shared Real Estate Collateral held by, or on behalf of, the Priority Lien Collateral Agent or any holder of Priority Lien Obligations, whether arising out of an action taken to enforce, collect or realize upon any Shared Real Estate Collateral or otherwise. Such Shared Real Estate Collateral and such proceeds will be delivered without recourse and without any representation or warranty whatsoever as to the enforceability, perfection, priority or sufficiency of any Lien securing or guarantee or other supporting obligation for any Priority Lien Obligations or Notes Obligations, together with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.

        SECTION 7.5    Successors and Assigns.    None of Fleetwood or any Obligors may delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of Fleetwood and each Obligor hereunder will inure to the sole and exclusive benefit of, and be enforceable by, the Priority Lien Collateral Agent, the Collateral Agent, each Secured Debt Representative and each present and future holder of Secured Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary hereof, and all of their respective successors and assigns.

        SECTION 7.6    Delay and Waiver.    No failure to exercise, no course of dealing with respect to the exercise of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of the other Security Documents or Priority Lien Security Documents will impair any such right, power or remedy or operate as a waiver thereof. No single or partial exercise of any such right, power or remedy will preclude any other or future exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

        SECTION 7.7    Notices.    Any communications, including notices and instructions, between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to the Priority Lien Collateral Agent:	Bank of America, N.A. 55 South Lake Avenue, Suite 900 Pasadena, California 91101 Attention: Todd R. Eggertsen Telecopy No.: (626) 397-1273/1274
	with copies to:
	Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071 Attention: Andrew Fayé, Esq. Telecopy No.: (213) 891-8763

26

If to the Collateral Agent:	Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall Street, MS NYC60-2710 New York, New York 10005 Fax: 732-578-4635
	with a copy to:
	Deutsche Bank Trust Company Americas c/o Deutsche Bank National Trust Company Trust & Securities Services 25 DeForest Avenue, MS SUM01-0105 Summit, NJ 07901 Fax: 732-578-4635
If to Fleetwood or any Obligor:	Fleetwood Holdings Inc. Fleetwood Enterprises, Inc. 125 Myers Street Riverside, California 92503 Attention: Chief Financial Officer Telecopy No.: (951) 351-3373 Attention: General Counsel Telecopy No.: (951) 977-2097
	with copies to:
	Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071-3197 Attention: Jeff Hudson, Esq. Telecopy No.: (213) 229-6332
If to the Credit Agreement Agent:	Bank of America, N.A. 55 South Lake Avenue, Suite 900 Pasadena, California 91101 Attention: Todd R. Eggertsen Telecopy No.: (626) 397-1273/1274
	with copies to:
	Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071 Attention: Andrew Fayé, Esq. Telecopy No.: (213) 891-8763

27

If to the Trustee:	Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall Street, MS NYC60-2710 New York, New York 10005 Fax: 732-578-4635
	with a copy to:
	Deutsche Bank Trust Company Americas c/o Deutsche Bank National Trust Company Trust & Securities Services 25 DeForest Avenue, MS SUM01-0105 Summit, NJ 07901 Fax: 732-578-4635

and if to any other Secured Debt Representative, to such address as it may specify by written notice to the parties named above.

        All notices and communications will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to the relevant address set forth above or, as to holders of Secured Debt, its address shown on the register kept by the office or agency where the relevant Secured Debt may be presented for registration of transfer or for exchange. To the extent applicable, any notice or communication will also be so mailed to any Person described in § 313(c) of the Trust Indenture Act of 1939, as amended, to the extent required thereunder. Failure to mail a notice or communication to a holder of Secured Debt or any defect in it will not affect its sufficiency with respect to other holders of Secured Debt.

        If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

        SECTION 7.8    Notice Following Discharge of Priority Lien Obligations.    Promptly following the Discharge of Priority Lien Obligations with respect to one or more Series of Priority Lien Debt, each Priority Lien Representative with respect to each applicable Series of Priority Lien Debt that is so discharged will provide written notice of such Discharge to the Priority Lien Collateral Agent, the Collateral Agent and to each other Secured Debt Representative.

        SECTION 7.9    Entire Agreement.    This Agreement states the complete agreement of the parties relating to the matters set forth herein and supersedes all oral negotiations and prior writings in respect of such undertaking. In the event of any conflict between the terms, conditions and provisions of this Agreement and any such agreement, document or instrument or any other Security Document or Priority Lien Security Document, the terms, conditions and provisions of this Agreement shall prevail.

        SECTION 7.10    Severability.    If any provision of this Agreement is invalid, illegal or unenforceable in any respect or in any jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, will not in any way be affected or impaired thereby.

        SECTION 7.11    Headings.    Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Agreement and will in no way modify or restrict any of the terms or provisions hereof.

        SECTION 7.12    Obligations Secured.    All obligations of Fleetwood and the Obligors set forth in or arising under this Agreement will be Secured Obligations. The Priority Lien Obligations are secured by the Priority Liens and the Notes Obligations are secured by the Notes.

28

        SECTION 7.13    Governing Law.    THE INTERNAL LAW OF THE STATE OF CALIFORNIA WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        SECTION 7.14    Consent to Jurisdiction; Service of Process.    All judicial proceedings brought against any party hereto arising out of or relating to this Agreement or any of the other Security Documents or Priority Lien Security Documents may be brought in any state or federal court of competent jurisdiction in the State of California or Los Angeles County. By executing and delivering this Agreement, Fleetwood and each other Obligor, for itself and in connection with its properties, irrevocably:

        (1)   accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts;

        (2)   waives any defense of forum non conveniens;

        (3)   agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with Section 7.7;

        (4)   agrees that service as provided in clause (3) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court and otherwise constitutes effective and binding service in every respect; and

        (5)   agrees each party hereto retains the right to serve process in any other manner permitted by law or to bring proceedings against any party in the courts of any other jurisdiction.

        SECTION 7.15    Waiver of Jury Trial.    Each party to this Agreement waives its rights to a jury trial of any claim or cause of action based upon or arising under this Agreement or any of the other Security Documents or Priority Lien Security Documents or any dealings between them relating to the subject matter of this Agreement or the intents and purposes of the other Security Documents or Priority Lien Security Documents. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement and the other Security Documents and Priority Lien Security Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party to this Agreement acknowledges that this waiver is a material inducement to enter into a business relationship, that each party hereto has already relied on this waiver in entering into this Agreement, and that each party hereto will continue to rely on this waiver in its related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing (other than by a mutual written waiver specifically referring to this Section 7.15 and executed by each of the parties hereto), and this waiver will apply to any subsequent amendments, renewals, supplements or modifications of or to this Agreement or any of the other Security Documents or Priority Lien Security Documents or to any other documents or agreements relating thereto. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

        SECTION 7.16    Counterparts.    This Agreement may be executed in any number of counterparts (including by facsimile), each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the

29

original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

        SECTION 7.17    Effectiveness.    This Agreement will become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by each party of written notification of such execution and written or telephonic authorization of delivery thereof.

        SECTION 7.18    Additional Obligors.    Fleetwood will cause each Person that becomes a Obligor or is required by any Secured Debt Document to become a party to this Agreement to become a party to this Agreement, for all purposes of this Agreement, by causing such Person to execute and deliver to the parties hereto an Intercreditor Agreement Joinder, whereupon such Person will be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof. Fleetwood shall promptly provide each Secured Debt Representative with a copy of each Intercreditor Agreement Joinder executed and delivered pursuant to this Section 7.18.

        SECTION 7.19    Continuing Nature of this Agreement.    This Agreement, including the subordination provisions hereof, will be reinstated if at any time any payment or distribution in respect of any of the Priority Lien Obligations is rescinded or must otherwise be returned in an Insolvency or Liquidation Proceeding or otherwise by any holder of Priority Lien Obligations or Priority Lien Representative or any representative of any such party (whether by demand, settlement, litigation or otherwise). In the event that all or any part of a payment or distribution made with respect to the Priority Lien Obligations is recovered from any holder of Priority Lien Obligations or any Priority Lien Representative in an Insolvency or Liquidation Proceeding or otherwise, such payment or distribution received by any Noteholder or Notes Representative with respect to the Notes Obligations from the proceeds of any Shared Real Estate Collateral or any title insurance policy required by any real property mortgage at any time after the date of the payment or distribution that is so recovered, whether pursuant to a right of subrogation or otherwise, that Notes Representative or that Noteholder, as the case may be, will forthwith deliver the same to the Priority Lien Collateral Agent, for the account of the holders of the Priority Lien Obligations and other Obligations secured by a Permitted Lien, to be applied in accordance with Sections 4.1 and 4.2. Until so delivered, such proceeds will be held by that Notes Representative or that Noteholder, as the case may be, for the benefit of the holders of the Priority Lien Obligations and other Obligations secured by a Permitted Lien.

        SECTION 7.20    Insolvency.    This Agreement will be applicable both before and after the filing of any petition by or against Fleetwood or any other Obligor under the Bankruptcy Code or any other Insolvency or Liquidation Proceeding and all converted or succeeding cases in respect thereof, and all references in this Agreement to Fleetwood or any Obligor will be deemed to apply to any trustee for Fleetwood or such Obligor as a debtor-in-possession. The relative rights of the Priority Lien Creditors and the Notes Creditors in respect of any Shared Real Estate Collateral or proceeds thereof will continue after the filing of such petition on the same basis as prior to the date of such filing.

        SECTION 7.21    Rights and Immunities of Secured Debt Representatives.    The Credit Agreement Agent will be entitled to all of the rights, protections, immunities and indemnities set forth in the Credit Facility, the Trustee and the Collateral Agent will be entitled to all of the rights, protections, immunities and indemnities set forth in the Indenture and any future Secured Debt Representative will be entitled to all of the rights, protections, immunities and indemnities set forth in the credit agreement, indenture or other agreement governing the applicable Secured Debt with respect to which such Person will act as representative, in each case as if specifically set forth herein. In no event will any Secured Debt Representative be liable for any act or omission on the part of Fleetwood, the Obligors, the Priority Lien Collateral Agent or the Collateral Agent hereunder.

        SECTION 7.22    U.S.A. Patriot Act.    The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee and the Collateral Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee or the Collateral Agent. The parties to this Indenture agree that they will provide the Trustee or the Collateral Agent with such information with respect to itself as it may request in order for the Trustee or the Collateral Agent, to satisfy the requirements of the U.S.A. Patriot Act.

30

        IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor Agreement to be executed by their respective officers or representatives as of the day and year first above written.

FLEETWOOD ENTERPRISES, INC.
By:
	Name: Title:
[                                    ], as Obligors
By:
	Name: Title:

S-1

BANK OF AMERICA, N.A., as Credit Agreement Agent
By:
	Name: Title:
BANK OF AMERICA, N.A., as Priority Lien Collateral Agent
By:
	Name: Title:

S-2

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee under the Indenture By:    DEUTSCHE BANK NATIONAL TRUST COMPANY
By:
	Name: Title:
By:
	Name: Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent By:    DEUTSCHE BANK NATIONAL TRUST COMPANY
By:
	Name: Title:
By:
	Name: Title:

S-3

EXHIBIT A
to Intercreditor Agreement

[FORM OF]
INTERCREDITOR AGREEMENT JOINDER

        The undersigned,                        , a                        , hereby agrees to become party as [an Obligor] [a Notes Representative] [a Priority Lien Representative] under the Intercreditor Agreement dated as of                        , 2008 (the "Intercreditor Agreement") among Fleetwood Enterprises, Inc., the Obligors from time to time party thereto, Bank of America, N.A., as Credit Agreement Agent under the Credit Facility (as defined therein), Deutsche Bank Trust Company Americas, as Trustee under the Indenture (as defined therein), Bank of America, N.A., as Priority Lien Collateral Agent, and Deutsche Bank Trust Company Americas, as Collateral Agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof.

        The provisions of Article 6 of the Intercreditor Agreement will apply with like effect to this Joinder.

        IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor Agreement Joinder to be executed by their respective officers or representatives as of                        , 20        .

[                                    ]
By:
	Name:
	Title:

Acknowledged:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent By:    DEUTSCHE BANK NATIONAL TRUST COMPANY
By:
	Authorized Signatory
BANK OF AMERICA, N.A., as Priority Lien Collateral Agent
By:
	Authorized Signatory

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Exhibit 10.39

TABLE OF CONTENTS
AGREEMENT

EX-12.1

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Exhibit 12.1

FLEETWOOD ENTERPRISES, INC.
COMPUTATION OF EARNINGS TO FIXED CHARGES
(Amounts in millions, except ratios)

			Six Months ended October 26, 2008			For the Fiscal Year Ended April(1)
						2008			2007			2006		2005			2004
Computation of Earnings:
	Income from continuing operations before taxes		$	(84.0	)	$	(.7	)	$	(58.9	)	$	11.5	$	(45.3	)	$	36.7
	Interest expense			10.5			23.0			25.6			29.7		27.3			43.3
	Interest portion of operating lease expense			.7			.9			1.0			1.3		1.3			1.1
		Earnings for Ratio Calculation(2)	$	(72.8	)	$	23.2		$	(32.3	)	$	42.5	$	(16.7	)	$	81.1
Computation of Fixed Charges From Continuing Operations:
	Interest expense		$	10.5		$	23.0		$	25.6		$	29.7	$	27.3		$	43.3
	Interest portion of operating lease expense			.7			.9			1.0			1.3		1.3			1.1
		Total Fixed Charges(3)	$	11.2		$	23.9		$	26.6		$	31.0	$	28.6		$	44.4
Ratio of Earnings to Fixed Charges:				—	(4)		—	(4)		—	(4)		1.4		—	(4)		1.8

(1)

Fleetwood's fiscal year end is the last Sunday of April in each year.

(2)

For purposes of computing these ratios, earnings represent income (loss) from continuing operations before income taxes, cumulative effect of accounting change and fixed charges. Fixed charges include all interest expense, the portion of rental expense considered to be a reasonable estimate of the interest factor and the amortization of capitalized expenses related to indebtedness.

(3)

Fixed charges consist of all interest expense and the portion of rental expense considered to be a reasonable estimate of the interest factor.

(4)

Our ratios of earnings to fixed charges were computed by dividing earnings by fixed charges, and these ratios are unaudited for all periods presented. Our ratios of earnings to fixed charges for the first six months of fiscal 2009 and the fiscal years ended 2008, 2007 and 2005 were not meaningful since earnings were inadequate to cover fixed charges, which were $11.2 million, $23.9 million, $26.6 million and $28.6 million, respectively by $84.0 million, $0.7 million, $58.9 million, and $45.3 million, respectively.

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Exhibit 12.1

FLEETWOOD ENTERPRISES, INC. COMPUTATION OF EARNINGS TO FIXED CHARGES (Amounts in millions, except ratios)

EX-15.1

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Exhibit 15.1

Letter of Acknowledgment of Use of Report on Unaudited Interim Financial Information

December 5, 2008
Board of Directors and Shareholders
Fleetwood Enterprises, Inc.

We are aware of the incorporation by reference in Pre-Effective Amendment No. 3 to the Registration Statement on Form S-4 (No. 333-154840) of Fleetwood Enterprises, Inc. of our report dated November 25, 2008, relating to the unaudited condensed consolidated interim financial statements of Fleetwood Enterprises, Inc. that are included in its Form 10-Q for the quarter ended October 26, 2008.

/s/ Ernst & Young LLP

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Exhibit 15.1

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the reference to our firm under the caption "Experts" in Pre-Effective Amendment No. 3 to the Registration Statement (Form S-4 No. 333-154840) and related Prospectus of Fleetwood Enterprises, Inc. for the registration of up to $103,000,000 of Senior Secured Notes due 2011 and up to 14,000,000 shares of common stock of Fleetwood Enterprises, Inc. and to the incorporation by reference therein of our report dated July 8, 2008, except for: (i) Notes 20 and 21, as to which the date is October 29, 2008; and (ii) the first four paragraphs of Note 1, as to which the date is November 25, 2008 with respect to the consolidated financial statements and related schedule for the year ended April 27, 2008 of Fleetwood Enterprises, Inc., included in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 28, 2008.

/s/ Ernst & Young LLP

Orange County, California
December 5, 2008

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Exhibit 23.1

EX-25.1

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Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)

NEW YORK (Jurisdiction of incorporation or organization if not a U.S. national bank)	13-4941247 (I.R.S. Employer Identification Number)
60 WALL STREET NEW YORK, NEW YORK (Address of principal executive offices)	10005 (Zip Code)
Deutsche Bank Trust Company Americas Attention: Lynne Malina Legal Department 60 Wall Street, 37th Floor New York, New York 10005 (212) 250 - 0677 (Name, address and telephone number of agent for service)

FLEETWOOD ENTERPRISES, INC.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 95-1948322
(IRS Employer Identification Number)

Fleetwood Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 91-2120567
(IRS Employer Identification Number)

Fleetwood General Partner of Texas, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 74-2937312
(IRS Employer Identification Number)

Fleetwood Homes Investment, Inc.
(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction
of incorporation or organization) 33-0882837
(IRS Employer Identification Number)

Fleetwood Homes of Arizona, Inc.
(Exact name of obligor as specified in its charter)

Arizona
(State or other jurisdiction
of incorporation or organization) 86-0693967
(IRS Employer Identification Number)

Fleetwood Homes of California, Inc.
(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction
of incorporation or organization) 95-1621558
(IRS Employer Identification Number)

Fleetwood Homes of Florida, Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction
of incorporation or organization) 59-1295435
(IRS Employer Identification Number)

Fleetwood Homes of Georgia, Inc.
(Exact name of obligor as specified in its charter)

Georgia
(State or other jurisdiction
of incorporation or organization) 58-1134923
(IRS Employer Identification Number)

Fleetwood Homes of Idaho, Inc.
(Exact name of obligor as specified in its charter)

Idaho
(State or other jurisdiction
of incorporation or organization) 82-0230254
(IRS Employer Identification Number)

Fleetwood Homes of Indiana, Inc.
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction
of incorporation or organization) 62-1331442
(IRS Employer Identification Number)

Fleetwood Homes of Kentucky, Inc.
(Exact name of obligor as specified in its charter)

Kentucky
(State or other jurisdiction
of incorporation or organization) 68-0408652
(IRS Employer Identification Number)

Fleetwood Homes of North Carolina, Inc.
(Exact name of obligor as specified in its charter)

North Carolina
(State or other jurisdiction
of incorporation or organization) 56-1339111
(IRS Employer Identification Number)

Fleetwood Homes of Oregon, Inc.
(Exact name of obligor as specified in its charter)

Oregon
(State or other jurisdiction
of incorporation or organization) 93-0670897
(IRS Employer Identification Number)

Fleetwood Homes of Pennsylvania, Inc.
(Exact name of obligor as specified in its charter)

Pennsylvania
(State or other jurisdiction
of incorporation or organization) 33-0243061
(IRS Employer Identification Number)

Fleetwood Homes of Tennessee, Inc.
(Exact name of obligor as specified in its charter)

Tennessee
(State or other jurisdiction
of incorporation or organization) 62-0810073
(IRS Employer Identification Number)

Fleetwood Homes of Texas, L.P.
(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction
of incorporation or organization) 74-1269568
(IRS Employer Identification Number)

Fleetwood Homes of Virginia, Inc.
(Exact name of obligor as specified in its charter)

Virginia
(State or other jurisdiction
of incorporation or organization) 54-0834440
(IRS Employer Identification Number)

Fleetwood Homes of Washington, Inc.
(Exact name of obligor as specified in its charter)

Washington
(State or other jurisdiction
of incorporation or organization) 91-0883321
(IRS Employer Identification Number)

Fleetwood International, Inc.
(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction
of incorporation or organization) 95-2775234
(IRS Employer Identification Number)

Fleetwood Canada Ltd.
(Exact name of obligor as specified in its charter)

Ontario, Canada
(State or other jurisdiction
of incorporation or organization) ON-0000583926
(Canadian Business Number)

Fleetwood Motor Homes of California, Inc.
(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction
of incorporation or organization) 95-2467791
(IRS Employer Identification Number)

Fleetwood Motor Homes of Indiana, Inc.
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction
of incorporation or organization) 35-1184349
(IRS Employer Identification Number)

Fleetwood Motor Homes of Pennsylvania, Inc.
(Exact name of obligor as specified in its charter)

Pennsylvania
(State or other jurisdiction
of incorporation or organization) 24-0863770
(IRS Employer Identification Number)

Fleetwood Travel Trailers of California, Inc.
(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction
of incorporation or organization) 95-2419471
(IRS Employer Identification Number)

Fleetwood Travel Trailers of Indiana, Inc.
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction
of incorporation or organization) 35-1283654
(IRS Employer Identification Number)

Fleetwood Travel Trailers of Kentucky, Inc.
(Exact name of obligor as specified in its charter)

Kentucky
(State or other jurisdiction
of incorporation or organization) 31-1713850
(IRS Employer Identification Number)

Fleetwood Travel Trailers of Maryland, Inc.
(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction
of incorporation or organization) 52-0892953
(IRS Employer Identification Number)

Fleetwood Travel Trailers of Ohio, Inc.
(Exact name of obligor as specified in its charter)

Ohio
(State or other jurisdiction
of incorporation or organization) 34-1042043
(IRS Employer Identification Number)

Fleetwood Travel Trailers of Oregon, Inc.
(Exact name of obligor as specified in its charter)

Oregon
(State or other jurisdiction
of incorporation or organization) 93-0572091
(IRS Employer Identification Number)

Fleetwood Travel Trailers of Texas, Inc.
(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction
of incorporation or organization) 75-1330717
(IRS Employer Identification Number)

Gold Shield, Inc.
(Exact name of obligor as specified in its charter)

California
(State or other jurisdiction
of incorporation or organization) 95-2748390
(IRS Employer Identification Number)

Gold Shield of Indiana, Inc.
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction
of incorporation or organization) 94-2829161
(IRS Employer Identification Number)

Hauser Lake Lumber Operations, Inc.
(Exact name of obligor as specified in its charter)

Idaho
(State or other jurisdiction
of incorporation or organization) 82-0306588
(IRS Employer Identification Number)

Continental Lumber Products, Inc.
(Exact name of obligor as specified in its charter)

California (State or other jurisdiction of incorporation or organization)	95-2830315 (IRS Employer Identification Number)
3125 Myers Street Riverside, California (Address of principal executive offices)	92503 (Zip Code)

14% Senior Secured Notes due 2011
(Title of the indenture securities)

Item 1.    General Information.

        Furnish the following information as to the trustee.

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b)

Whether it is authorized to exercise corporate trust powers.
Yes.

Item 2.    Affiliations with Obligor.

        If the obligor is an affiliate of the Trustee, describe each such affiliation.

        None.

Item 3. -15.    Not Applicable

Item 16.    List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002. Copies attached.
Exhibit 2 -	Certificate of Authority to commence business—Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers—Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.
Exhibit 4 -	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002. Copy attached.
Exhibit 5 -	Not applicable.
Exhibit 6 -	Consent of Bankers Trust Company required by Section 321(b) of the Act.—Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 22-18864.
Exhibit 7 -	The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2008. Copy attached.
Exhibit 8 -	Not Applicable.
Exhibit 9 -	Not Applicable.

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 5th day of December, 2008.

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ ANNIE JAGHATSPANYAN Annie Jaghatspanyan Assistant Vice President

Exhibit 1

State of New York,
Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law," dated September 16, 1998, providing for an increase in authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 25th day of September in the Year of our Lord one thousand nine hundred and ninety-eight.

/s/ MANUEL KURSKY
Deputy Superintendent of Banks

State of New York,
Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law," dated August 6, 1998, providing for the restatement of the Organization Certificate and all amendments into a single certificate.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 31st day of August in the Year of our Lord one thousand nine hundred and ninety-eight.

MANUEL KURSKY Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT
RESTATED
ORGANIZATION
CERTIFICATE
OF
BANKERS TRUST COMPANY

Under Section 8007
Of the Banking Law

Bankers Trust Company
1301 6^th Avenue, 8^th Floor
New York, N.Y. 10019

Counterpart Filed in the Office of the Superintendent of Banks, State of New York, August 31, 1998

RESTATED ORGANIZATION CERTIFICATE
OF
BANKERS TRUST
Under Section 8007 of the Banking Law

        We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and an Assistant Secretary and a Vice President and an Assistant Secretary of BANKERS TRUST COMPANY, do hereby certify:

        1.     The name of the corporation is Bankers Trust Company.

        2.     The organization certificate of the corporation was filed by the Superintendent of Banks of the State of New York on March 5, 1903.

        3.     The text of the organization certificate, as amended heretofore, is hereby restated without further amendment or change to read as herein-set forth in full, to wit:

"Certificate of Organization
of
Bankers Trust Company"

        Know All Men By These Presents That we, the undersigned, James A. Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A. Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H. Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C. Young, all being persons of full age and citizens of the United States, and a majority of us being residents of the State of New York, desiring to form a corporation to be known as a Trust Company, do hereby associate ourselves together for that purpose under and pursuant to the laws of the State of New York, and for such purpose we do hereby, under our respective hands and seals, execute and duly acknowledge this Organization Certificate in duplicate, and hereby specifically state as follows, to wit:

        I.     The name by which the said corporation shall be known is Bankers Trust Company.

        II.    The place where its business is to be transacted is the City of New York, in the State of New York.

        III.  Capital Stock:    The amount of capital stock which the corporation is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.

        (a)   Common Stock

        1.     Dividends: Subject to all of the rights of the Series Preferred Stock, dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the corporation legally available for the payment of dividends.

        2.     Voting Rights: Except as otherwise expressly provided with respect to the Series Preferred Stock or with respect to any series of the Series Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, each holder of the Common Stock being entitled to one vote for each share thereof held.

        3.     Liquidation: Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, and after the holders of the Series Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled, or a sum sufficient for the payment in full set aside, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Series Preferred Stock.

        4.     Preemptive Rights: No holder of Common Stock of the corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend or other distribution.

        (b)   Series Preferred Stock

        1.     Board Authority: The Series Preferred Stock may be issued from time to time by the Board of Directors as herein provided in one or more series. The designations, relative rights, preferences and limitations of the Series Preferred Stock, and particularly of the shares of each series thereof, may, to the extent permitted by law, be similar to or may differ from those of any other series. The Board of Directors of the corporation is hereby expressly granted authority, subject to the provisions of this Article III, to issue from time to time Series Preferred Stock in one or more series and to fix from time to time before issuance thereof, by filing a certificate pursuant to the Banking Law, the number of shares in each such series of such class and all designations, relative rights (including the right, to the extent permitted by law, to convert into shares of any class or into shares of any series of any class), preferences and limitations of the shares in each such series, including, buy without limiting the generality of the foregoing, the following:

        (i)    The number of shares to constitute such series (which number may at any time, or from time to time, be increased or decreased by the Board of Directors, notwithstanding that shares of the series may be outstanding at the time of such increase or decrease, unless the Board of Directors shall have otherwise provided in creating such series) and the distinctive designation thereof;

        (ii)   The dividend rate on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and the date or dates, if any, from which dividends thereon shall be cumulative;

        (iii)  Whether or not the share of such series shall be redeemable, and, if redeemable, the date or dates upon or after which they shall be redeemable, the amount or amounts per share (which shall be, in the case of each share, not less than its preference upon involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not earned or declared) payable thereon in the case of the redemption thereof, which amount may vary at different redemption dates or otherwise as permitted by law;

        (iv)  The right, if any, of holders of shares of such series to convert the same into, or exchange the same for, Common Stock or other stock as permitted by law, and the terms and conditions of such conversion or exchange, as well as provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;

        (v)   The amount per share payable on the shares of such series upon the voluntary and involuntary liquidation, dissolution or winding up of the corporation;

        (vi)  Whether the holders of shares of such series shall have voting power, full or limited, in addition to the voting powers provided by law and, in case additional voting powers are accorded, to fix the extent thereof; and

        (vii) Generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privileges of such series, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflict with the organization certificate of the corporation or with the resolution or resolutions adopted

by the Board of Directors providing for the issue of any series of which there are shares outstanding.

        All shares of Series Preferred Stock of the same series shall be identical in all respects, except that shares of any one series issued at different times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of Series Preferred Stock of all series shall be of equal rank and shall be identical in all respects except that to the extent not otherwise limited in this Article III any series may differ from any other series with respect to any one or more of the designations, relative rights, preferences and limitations described or referred to in subparagraphs (I) to (vii) inclusive above.

        2.     Dividends: Dividends on the outstanding Series Preferred Stock of each series shall be declared and paid or set apart for payment before any dividends shall be declared and paid or set apart for payment on the Common Stock with respect to the same quarterly dividend period. Dividends on any shares of Series Preferred Stock shall be cumulative only if and to the extent set forth in a certificate filed pursuant to law. After dividends on all shares of Series Preferred Stock (including cumulative dividends if and to the extent any such shares shall be entitled thereto) shall have been declared and paid or set apart for payment with respect to any quarterly dividend period, then and not otherwise so long as any shares of Series Preferred Stock shall remain outstanding, dividends may be declared and paid or set apart for payment with respect to the same quarterly dividend period on the Common Stock out the assets or funds of the corporation legally available therefor.

        All Shares of Series Preferred Stock of all series shall be of equal rank, preference and priority as to dividends irrespective of whether or not the rates of dividends to which the same shall be entitled shall be the same and when the stated dividends are not paid in full, the shares of all series of the Series Preferred Stock shall share ratably in the payment thereof in accordance with the sums which would be payable on such shares if all dividends were paid in full, provided, however, that any two or more series of the Series Preferred Stock may differ from each other as to the existence and extent of the right to cumulative dividends, as aforesaid.

        3.     Voting Rights: Except as otherwise specifically provided in the certificate filed pursuant to law with respect to any series of the Series Preferred Stock, or as otherwise provided by law, the Series Preferred Stock shall not have any right to vote for the election of directors or for any other purpose and the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.

        4.     Liquidation: In the event of any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, each series of Series Preferred Stock shall have preference and priority over the Common Stock for payment of the amount to which each outstanding series of Series Preferred Stock shall be entitled in accordance with the provisions thereof and each holder of Series Preferred Stock shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full set aside, before any payments shall be made to the holders of the Common Stock. If, upon liquidation, dissolution or winding up of the corporation, the assets of the corporation or proceeds thereof, distributable among the holders of the shares of all series of the Series Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable if all amounts payable thereon were paid in full. After the payment to the holders of Series Preferred Stock of all such amounts to which they are entitled, as above provided, the remaining assets and funds of the corporation shall be divided and paid to the holders of the Common Stock.

        5.     Redemption: In the event that the Series Preferred Stock of any series shall be made redeemable as provided in clause (iii) of paragraph 1 of section (b) of this Article III, the corporation, at the option of the Board of Directors, may redeem at any time or times, and

from time to time, all or any part of any one or more series of Series Preferred Stock outstanding by paying for each share the then applicable redemption price fixed by the Board of Directors as provided herein, plus an amount equal to accrued and unpaid dividends to the date fixed for redemption, upon such notice and terms as may be specifically provided in the certificate filed pursuant to law with respect to the series.

        6.     Preemptive Rights: No holder of Series Preferred Stock of the corporation shall be entitled, as such, as a matter or right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend.

        (c)   Provisions relating to Floating Rate Non-Cumulative Preferred Stock, Series A. (Liquidation value $1,000,000 per share.)

        1.     Designation: The distinctive designation of the series established hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A" (hereinafter called "Series A Preferred Stock").

        2.     Number: The number of shares of Series A Preferred Stock shall initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall revert to authorized but unissued Series Preferred Stock undesignated as to series.

        3.     Dividends:

        (a)   Dividend Payments Dates. Holders of the Series A Preferred Stock shall be entitled to receive non-cumulative cash dividends when, as and if declared by the Board of Directors of the corporation, out of funds legally available therefor, from the date of original issuance of such shares (the "Issue Date") and such dividends will be payable on March 28, June 28, September 28 and December 28 of each year ("Dividend Payment Date") commencing September 28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period beginning on the Issue Date and ending on the day preceding the first Dividend Payment Date and each successive period beginning on a Dividend Payment Date and ending on the date preceding the next succeeding Dividend Payment Date is herein called a "Dividend Period". If any Dividend Payment Date shall be, in The City of New York, a Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment will be postponed to the next succeeding business day with the same force and effect as if made on the Dividend Payment Date, and no interest shall accrue for such Dividend Period after such Dividend Payment Date.

        (b)   Dividend Rate. The dividend rate from time to time payable in respect of Series A Preferred Stock (the "Dividend Rate") shall be determined on the basis of the following provisions:

        (i)    On the Dividend Determination Date, LIBOR will be determined on the basis of the offered rates for deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date, as such rates appear on the Reuters Screen LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in respect of such Dividend Determination Dates will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such offered rates. If fewer than those offered rates appear,

LIBOR in respect of such Dividend Determination Date will be determined as described in paragraph (ii) below.

        (ii)   On any Dividend Determination Date on which fewer than those offered rates for the applicable maturity appear on the Reuters Screen LIBO Page as specified in paragraph (I) above, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time are offered by three major banks in the London interbank market selected by the corporation at approximately 11:00 A.M., London time, on such Dividend Determination Date to prime banks in the London market. The corporation will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such quotations. If fewer than two quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of the rates quoted by three major banks in New York City selected by the corporation at approximately 11:00 A.M., New York City time, on such Dividend Determination Date for loans in U.S. dollars to leading European banks having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the corporation are not quoting as aforementioned in this sentence, then, with respect to such Dividend Period, LIBOR for the preceding Dividend Period will be continued as LIBOR for such Dividend Period.

        (ii)   The Dividend Rate for any Dividend Period shall be equal to the lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is determined by sections (I) or (ii) above.

As used above, the term "Dividend Determination Date" shall mean, with respect to any Dividend Period, the second London Business Day prior to the commencement of such Dividend Period; and the term "London Business Day" shall mean any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or required by law or executive order to close and that is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

        4.     Voting Rights: The holders of the Series A Preferred Stock shall have the voting power and rights set forth in this paragraph 4 and shall have no other voting power or rights except as otherwise may from time to time be required by law.

        So long as any shares of Series A Preferred Stock remain outstanding, the corporation shall not, without the affirmative vote or consent of the holders of at least a majority of the votes of the Series Preferred Stock entitled to vote outstanding at the time, given in person or by proxy, either in writing or by resolution adopted at a meeting at which the holders of Series A Preferred Stock (alone or together with the holders of one or more other series of Series Preferred Stock at the time outstanding and entitled to vote) vote separately as a class, alter the provisions of the Series Preferred Stock so as to materially adversely affect its rights; provided, however, that in the event any such materially adverse alteration affects the rights of only the Series A Preferred Stock, then the alteration may be effected with the vote or consent of at least a majority of the votes of the Series A Preferred Stock; provided, further,

that an increase in the amount of the authorized Series Preferred Stock and/or the creation and/or issuance of other series of Series Preferred Stock in accordance with the organization certificate shall not be, nor be deemed to be, materially adverse alterations. In connection with the exercise of the voting rights contained in the preceding sentence, holders of all series of Series Preferred Stock which are granted such voting rights (of which the Series A Preferred Stock is the initial series) shall vote as a class (except as specifically provided otherwise) and each holder of Series A Preferred Stock shall have one vote for each share of stock held and each other series shall have such number of votes, if any, for each share of stock held as may be granted to them.

        The foregoing voting provisions will not apply if, in connection with the matters specified, provision is made for the redemption or retirement of all outstanding Series A Preferred Stock.

        5.     Liquidation: Subject to the provisions of section (b) of this Article III, upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall have preference and priority over the Common Stock for payment out of the assets of the corporation or proceeds thereof, whether from capital or surplus, of $1,000,000 per share (the "liquidation value") together with the amount of all dividends accrued and unpaid thereon, and after such payment the holders of Series A Preferred Stock shall be entitled to no other payments.

        6.     Redemption: Subject to the provisions of section (b) of this Article III, Series A Preferred Stock may be redeemed, at the option of the corporation in whole or part, at any time or from time to time at a redemption price of $1,000,000 per share, in each case plus accrued and unpaid dividends to the date of redemption.

        At the option of the corporation, shares of Series A Preferred Stock redeemed or otherwise acquired may be restored to the status of authorized but unissued shares of Series Preferred Stock.

        In the case of any redemption, the corporation shall give notice of such redemption to the holders of the Series A Preferred Stock to be redeemed in the following manner: a notice specifying the shares to be redeemed and the time and place of redemption (and, if less than the total outstanding shares are to be redeemed, specifying the certificate numbers and number of shares to be redeemed) shall be mailed by first class mail, addressed to the holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as the same shall appear upon the books of the corporation, not more than sixty (60) days and not less than thirty (30) days previous to the date fixed for redemption. In the event such notice is not given to any shareholder such failure to give notice shall not affect the notice given to other shareholders. If less than the whole amount of outstanding Series A Preferred Stock is to be redeemed, the shares to be redeemed shall be selected by lot or pro rata in any manner determined by resolution of the Board of Directors to be fair and proper. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the corporation in providing moneys at the time and place of redemption for the payment of the redemption price) all dividends upon the Series A Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders of said Series A Preferred Stock as stockholders in the corporation, except the right to receive the redemption price (without interest) upon surrender of the certificate representing the Series A Preferred Stock so called for redemption, duly endorsed for transfer, if required, shall cease and terminate. The corporation's obligation to provide moneys in accordance with the preceding sentence shall be deemed fulfilled if, on or before the redemption date, the corporation shall deposit with a bank or trust company (which may be an affiliate of the corporation) having an office in the Borough of Manhattan, City of New York, having a capital and surplus of at least $5,000,000 funds necessary for such redemption, in trust with irrevocable instructions that such funds be applied to the redemption of the shares of Series A Preferred Stock so called for redemption.

Any interest accrued on such funds shall be paid to the corporation from time to time. Any funds so deposited and unclaimed at the end of two (2) years from such redemption date shall be released or repaid to the corporation, after which the holders of such shares of Series A Preferred Stock so called for redemption shall look only to the corporation for payment of the redemption price.

        IV.   The name, residence and post office address of each member of the corporation are as follows:

Name	Residence	Post Office Address
James A. Blair	9 West 50th Street, Manhattan, New York City	33 Wall Street, Manhattan, New York City
James G. Cannon	72 East 54th Street, Manhattan New York City	14 Nassau Street, Manhattan, New York City
E. C. Converse	3 East 78th Street, Manhattan, New York City	139 Broadway, Manhattan, New York City
Henry P. Davison	Englewood, New Jersey	2 Wall Street, Manhattan, New York City
Granville W. Garth	160 West 57th Street, Manhattan, New York City	33 Wall Street Manhattan, New York City
A. Barton Hepburn	205 West 57th Street Manhattan, New York City	83 Cedar Street Manhattan, New York City
William Logan	Montclair, New Jersey	13 Nassau Street Manhattan, New York City
George W. Perkins	Riverdale, New York	23 Wall Street, Manhattan, New York City
William H. Porter	56 East 67th Street Manhattan, New York City	270 Broadway, Manhattan, New York City
John F. Thompson	Newark, New Jersey	143 Liberty Street, Manhattan, New York City
Albert H. Wiggin	42 West 49th Street, Manhattan, New York City	214 Broadway, Manhattan, New York City
Samuel Woolverton	Mount Vernon, New York	34 Wall Street, Manhattan, New York City
Edward F.C. Young	85 Glenwood Avenue, Jersey City, New Jersey	1 Exchange Place, Jersey City, New Jersey

        V.     The existence of the corporation shall be perpetual.

        VI.  The subscribers, the members of the said corporation, do, and each for himself does, hereby declare that he will accept the responsibilities and faithfully discharge the duties of a director therein, if elected to act as such, when authorized accordance with the provisions of the Banking Law of the State of New York.

        VII. The number of directors of the corporation shall not be less than 10 nor more than 25."

        4.     The foregoing restatement of the organization certificate was authorized by the Board of Directors of the corporation at a meeting held on July 21, 1998.

        IN WITNESS WHEREOF, we have made and subscribed this certificate this 6^th day of August, 1998.

/s/ JAMES T. BYRNE, JR.
James T. Byrne, Jr.
Managing Director and Secretary

/s/ LEA LAHTINEN
Lea Lahtinen
Vice President and Assistant Secretary

State of New York	)
	) ss:
County of New York	)

        Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

/s/ LEA LAHTINEN
Lea Lahtinen

Sworn to before me this
6th day of August, 1998.

/s/ SANDRA L. WEST
Notary Public

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998

OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST

Under Section 8005 of the Banking Law

        We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

        1.     The name of the corporation is Bankers Trust Company.

        2.     The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.

        3.     The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.

        4.     Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:

"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

        5.     The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

        IN WITNESS WHEREOF, we have made and subscribed this certificate this 25th day of September, 1998

/s/ JAMES T. BYRNE, JR.
James T. Byrne, Jr.
Managing Director and Secretary

/s/ LEA LAHTINEN
Lea Lahtinen
Vice President and Assistant Secretary

State of New York	)
	)	ss:
County of New York	)

        Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

/s/ LEA LAHTINEN
Lea Lahtinen

Sworn to before me this 25^th day
of September, 1998

Sandra L. West
Notary Public

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 2000

State of New York,
Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law," dated December 16, 1998, providing for an increase in authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 18th day of December in the Year of our Lord one thousand nine hundred and ninety-eight.

/s/ P. VINCENT CONLON
Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST

Under Section 8005 of the Banking Law

        We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

        1.     The name of the corporation is Bankers Trust Company.

        2.     The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.

        3.     The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.

        4.     Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:

"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight Hundred Sixty- Seven (212,730,867) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."

        5.     The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

        IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th day of December, 1998

/s/ JAMES T. BYRNE, JR.
James T. Byrne, Jr.
Managing Director and Secretary

/s/ LEA LAHTINEN
Lea Lahtinen
Vice President and Assistant Secretary

State of New York	)
	)	ss:
County of New York	)

        Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

/s/ LEA LAHTINEN
Lea Lahtinen

Sworn to before me this 16^th day
of December, 1998

Sandra L. West
Notary Public

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 2000

BANKERS TRUST COMPANY
ASSISTANT SECRETARY'S CERTIFICATE

I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust Company, a corporation duly organized and existing under the laws of the State of New York, the United States of America, do hereby certify that attached copy of the Certificate of Amendment of the Organization Certificate of Bankers Trust Company, dated February 27, 2002, providing for a change of name of Bankers Trust Company to Deutsche Bank Trust Company Americas and approved by the New York State Banking Department on March 14, 2002 to effective on April 15, 2002, is a true and correct copy of the original Certificate of Amendment of the Organization Certificate of Bankers Trust Company on file in the Banking Department, State of New York.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers Trust Company this 4th day of April, 2002.

[SEAL]

/s/ LEA LAHTINEN
Lea Lahtinen, Vice President and Assistant Secretary Bankers Trust Company

State of New York	)
	)	ss:
County of New York	)

On the 4th day of April in the year 2002 before me, the undersigned, a Notary Public in and for said state, personally appeared Lea Lahtinen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument.

/s/ SONJA K. OLSEN
Notary Public

SONJA K. OLSEN
Notary Public, State of New York
No. 01OL4974457
Qualified in New York County
Commission Expires November 13, 2002

State of New York,
Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY under Section 8005 of the Banking Law" dated February 27, 2002, providing for a change of name of BANKERS TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.

Witness, my hand and official seal of the Banking Department at the City of New York,

this 14th day of March two thousand and two.

/s/ P. VINCENT CONLON
Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
BANKERS TRUST COMPANY

Under Section 8005 of the Banking Law

We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

        1.     The name of corporation is Bankers Trust Company.

        2.     The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th day of March, 1903.

        3.     Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is a certificate issued by the State of New York, Banking Department listing all of the amendments to the Organization Certificate of Bankers Trust Company since its organization that have been filed in the Office of the Superintendent of Banks.

        4.     The organization certificate as heretofore amended is hereby amended to change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas to be effective on April 15, 2002.

        5.     The first paragraph number 1 of the organization of Bankers Trust Company with the reference to the name of the Bankers Trust Company, which reads as follows:

"1. The name of the corporation is Bankers Trust Company."

is hereby amended to read as follows effective on April 15, 2002:

"1. The name of the corporation is Deutsche Bank Trust Company Americas."

        6.     The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day of February, 2002.

/s/ JAMES T. BYRNE, JR.
James T. Byrne, Jr.
Secretary

/s/ LEA LAHTINEN
Lea Lahtinen
Vice President and Assistant Secretary

State of New York	)
	)	ss:
County of New York	)

        Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements therein contained are true.

/s/ LEA LAHTINEN
Lea Lahtinen

Sworn to before me this 27^th day
of February, 2002

Sandra L. West
Notary Public

SANDRA L. WEST
Notary Public, State of New York
No. 01WE4942401
Qualified in New York County
Commission Expires September 19, 2002

EXHIBIT A

State of New York
Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY:

THAT, the records in the Office of the Superintendent of Banks indicate that BANKERS TRUST COMPANY is a corporation duly organized and existing under the laws of the State of New York as a trust company, pursuant to Article III of the Banking Law; and

THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the Office of the Superintendent of Banks on March 5, 1903, and such corporation was authorized to commence business on March 24, 1903; and

THAT, the following amendments to its Organization Certificate have been filed in the Office of the Superintendent of Banks as of the dates specified:

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on January 14, 1905

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on August 4, 1909

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on February 1, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on June 17, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on March 21, 1912

Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors—filed on January 15, 1915

Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors—filed on December 18, 1916

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 28, 1918

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 4, 1919

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on January 15, 1926

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on June 12, 1928

Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on April 4, 1929

Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors—filed on January 11, 1934

Certificate of Extension to perpetual—filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors—filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 11, 1944

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed January 30, 1953

Restated Certificate of Incorporation—filed November 6, 1953

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on April 8, 1955

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 1, 1960

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on July 14, 1960

Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on September 30, 1960

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on January 26, 1962

Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on September 9, 1963

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 7, 1964

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 24, 1965

Certificate of Amendment of the Organization Certificate providing for a decrease in capital stock—filed January 24, 1967

Restated Organization Certificate—filed June 1, 1971

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed October 29, 1976

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 22, 1977

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed August 5, 1980

Restated Organization Certificate—filed July 1, 1982

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1984

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 18, 1986

Certificate of Amendment of the Organization Certificate providing for a minimum and maximum number of directors—filed January 22, 1990

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 28, 1990

Restated Organization Certificate—filed August 20, 1990

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 26, 1992

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 28, 1994

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 23, 1995

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1995

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 21, 1996

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1996

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock—filed June 27, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 26, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 29, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 26, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 23, 1998

Restated Organization Certificate—filed August 31, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 25, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 18, 1998; and

Certificate of Amendment of the Organization Certificate providing for a change in the number of directors—filed September 3, 1999; and

THAT, no amendments to its Restated Organization Certificate have been filed in the Office of the Superintendent of Banks except those set forth above; and attached hereto; and

I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a banking organization with its principal office and place of business located at 130 Liberty Street, New York, New York.

WITNESS, my hand and official seal of the Banking Department at the City of New York this 16th day of October in the Year Two Thousand and One.

/s/ P. VINCENT CONLON
Deputy Superintendent of Banks

Exhibit 4

DEUTSCHE BANK TRUST COMPANY AMERICAS
BY-LAWS
APRIL 15, 2002
Deutsche Bank Trust Company Americas
New York

BY-LAWS
of
Deutsche Bank Trust Company Americas
ARTICLE I

MEETINGS OF STOCKHOLDERS

        SECTION 1.    The annual meeting of the stockholders of this Company shall be held at the office of the Company in the Borough of Manhattan, City of New York, in January of each year, for the election of directors and such other business as may properly come before said meeting.

        SECTION 2.    Special meetings of stockholders other than those regulated by statute may be called at any time by a majority of the directors. It shall be the duty of the Chairman of the Board, the Chief Executive Officer, the President or any Co-President to call such meetings whenever requested in writing to do so by stockholders owning a majority of the capital stock.

        SECTION 3.    At all meetings of stockholders, there shall be present, either in person or by proxy, stockholders owning a majority of the capital stock of the Company, in order to constitute a quorum, except at special elections of directors, as provided by law, but less than a quorum shall have power to adjourn any meeting.

        SECTION 4.    The Chairman of the Board or, in his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, the senior officer present, shall preside at meetings of the stockholders and shall direct the proceedings and the order of business. The Secretary shall act as secretary of such meetings and record the proceedings.

ARTICLE II

DIRECTORS

        SECTION 1.    The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors consisting of such number of directors, but not less than seven nor more than fifteen, as may from time to time be fixed by resolution adopted by a majority of the directors then in office, or by the stockholders. In the event of any increase in the number of directors, additional directors may be elected within the limitations so fixed, either by the stockholders or within the limitations imposed by law, by a majority of directors then in office. One-third of the number of directors, as fixed from time to time, shall constitute a quorum. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or Committee thereof by means of a conference telephone, video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

        All directors hereafter elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and have qualified.

        No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities and title, shall be eligible to serve as a director.

        SECTION 2.    Vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.

        SECTION 3.    The Chairman of the Board shall preside at meetings of the Board of Directors. In his absence, the Chief Executive Officer or, in his absence the President or any Co-President or, in their absence such other director as the Board of Directors from time to time may designate shall preside at such meetings.

        SECTION 4.    The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not

inconsistent with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations.

        SECTION 5.    Regular meetings of the Board of Directors shall be held from time to time provided, however, that the Board of Directors shall hold a regular meeting not less than six times a year, provided that during any three consecutive calendar months the Board of Directors shall meet at least once, and its Executive Committee shall not be required to meet at least once in each thirty day period during which the Board of Directors does not meet. Special meetings of the Board of Directors may be called upon at least two day's notice whenever it may be deemed proper by the Chairman of the Board or, the Chief Executive Officer or, the President or any Co-President or, in their absence, by such other director as the Board of Directors may have designated pursuant to Section 3 of this Article, and shall be called upon like notice whenever any three of the directors so request in writing.

        SECTION 6.    The compensation of directors as such or as members of committees shall be fixed from time to time by resolution of the Board of Directors.

ARTICLE III

COMMITTEES

        SECTION 1.    There shall be an Executive Committee of the Board consisting of not less than five directors who shall be appointed annually by the Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Committee as the Committee from time to time may designate shall preside at such meetings.

        The Executive Committee shall possess and exercise to the extent permitted by law all of the powers of the Board of Directors, except when the latter is in session, and shall keep minutes of its proceedings, which shall be presented to the Board of Directors at its next subsequent meeting. All acts done and powers and authority conferred by the Executive Committee from time to time shall be and be deemed to be, and may be certified as being, the act and under the authority of the Board of Directors.

        A majority of the Committee shall constitute a quorum, but the Committee may act only by the concurrent vote of not less than one-third of its members, at least one of who must be a director other than an officer. Any one or more directors, even though not members of the Executive Committee, may attend any meeting of the Committee, and the member or members of the Committee present, even though less than a quorum, may designate any one or more of such directors as a substitute or substitutes for any absent member or members of the Committee, and each such substitute or substitutes shall be counted for quorum, voting, and all other purposes as a member or members of the Committee.

        SECTION 2.    There shall be an Audit Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of directors, who are not also officers of the Company, as may from time to time be fixed by resolution adopted by the Board of Directors. The Chairman shall be designated by the Board of Directors, who shall also from time to time fix a quorum for meetings of the Committee. Such Committee shall conduct the annual directors' examinations of the Company as required by the New York State Banking Law; shall review the reports of all examinations made of the Company by public authorities and report thereon to the Board of Directors; and shall report to the Board of Directors such other matters as it deems advisable with respect to the Company, its various departments and the conduct of its operations.

        In the performance of its duties, the Audit Committee may employ or retain, from time to time, expert assistants, independent of the officers or personnel of the Company, to make studies of the Company's assets and liabilities as the Committee may request and to make an examination of the accounting and auditing methods of the Company and its system of internal protective controls to the extent considered necessary or advisable in order to determine that the operations of the Company,

including its fiduciary departments, are being audited by the General Auditor in such a manner as to provide prudent and adequate protection. The Committee also may direct the General Auditor to make such investigation as it deems necessary or advisable with respect to the Company, its various departments and the conduct of its operations. The Committee shall hold regular quarterly meetings and during the intervals thereof shall meet at other times on call of the Chairman.

        SECTION 3.    The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.

ARTICLE IV

OFFICERS

        SECTION 1.    The Board of Directors shall elect from among their number a Chairman of the Board and a Chief Executive Officer; and shall also elect a President, or two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Managing Directors, one or more Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one or more General Managers, a Secretary, a Controller, a Treasurer, a General Counsel, a General Auditor, a General Credit Auditor, who need not be directors. The officers of the corporation may also include such other officers or assistant officers as shall from time to time be elected or appointed by the Board. The Chairman of the Board or the Chief Executive Officer or, in their absence, the President or any Co-President, or any Vice Chairman, may from time to time appoint assistant officers. All officers elected or appointed by the Board of Directors shall hold their respective offices during the pleasure of the Board of Directors, and all assistant officers shall hold office at the pleasure of the Board or the Chairman of the Board or the Chief Executive Officer or, in their absence, the President, or any Co-President or any Vice Chairman. The Board of Directors may require any and all officers and employees to give security for the faithful performance of their duties.

        SECTION 2.    The Board of Directors shall designate the Chief Executive Officer of the Company who may also hold the additional title of Chairman of the Board, or President, or any Co-President, and such person shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee, all of the powers vested in such Chief Executive Officer by law or by these By-Laws, or which usually attach or pertain to such office. The other officers shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee or the Chairman of the Board or, the Chief Executive Officer, the powers vested by law or by these By-Laws in them as holders of their respective offices and, in addition, shall perform such other duties as shall be assigned to them by the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer.

        The General Auditor shall be responsible, through the Audit Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit Committee may request. Additionally, the General Auditor shall have the duty of reporting independently of all officers of the Company to the Audit Committee at least quarterly on any matters concerning the internal audit program and the adequacy of the system of internal controls of the Company that should be brought to the attention of the directors except those matters responsibility for which has been vested in the

General Credit Auditor. Should the General Auditor deem any matter to be of special immediate importance, he shall report thereon forthwith to the Audit Committee. The General Auditor shall report to the Chief Financial Officer only for administrative purposes.

        The General Credit Auditor shall be responsible to the Chief Executive Officer and, through the Audit Committee, to the Board of Directors for the systems of internal credit audit, shall perform such other duties as the Chief Executive Officer may prescribe, and shall make such examinations and reports as may be required by the Audit Committee. The General Credit Auditor shall have unrestricted access to all records and may delegate such authority to subordinates.

        SECTION 3.    The compensation of all officers shall be fixed under such plan or plans of position evaluation and salary administration as shall be approved from time to time by resolution of the Board of Directors.

        SECTION 4.    The Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any person authorized for this purpose by the Chief Executive Officer, shall appoint or engage all other employees and agents and fix their compensation. The employment of all such employees and agents shall continue during the pleasure of the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer or any such authorized person; and the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any such authorized person may discharge any such employees and agents at will.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

        SECTION 1.    The Company shall, to the fullest extent permitted by Section 7018 of the New York Banking Law, indemnify any person who is or was made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, whether involving any actual or alleged breach of duty, neglect or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency, including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company is servicing or served in any capacity at the request of the Company by reason of the fact that he, his testator or intestate, is or was a director or officer of the Company, or is serving or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement, and costs, charges and expenses, including attorneys' fees, or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

        SECTION 2.    The Company may indemnify any other person to whom the Company is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Banking Law or other rights created by (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner.

        SECTION 3.    The Company shall, from time to time, reimburse or advance to any person referred to in Section 1 the funds necessary for payment of expenses, including attorneys' fees, incurred in connection with any action or proceeding referred to in Section 1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith

or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

        SECTION 4.    Any director or officer of the Company serving (i) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held by the Company, or (ii) any employee benefit plan of the Company or any corporation referred to in clause (i) in any capacity shall be deemed to be doing so at the request of the Company. In all other cases, the provisions of this Article V will apply (i) only if the person serving another corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise so served at the specific request of the Company, evidenced by a written communication signed by the Chairman of the Board, the Chief Executive Officer, the President or any Co-President, and (ii) only if and to the extent that, after making such efforts as the Chairman of the Board, the Chief Executive Officer, the President or any Co-President shall deem adequate in the circumstances, such person shall be unable to obtain indemnification from such other enterprise or its insurer.

        SECTION 5.    Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article V may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time indemnification is sought.

        SECTION 6.    The right to be indemnified or to the reimbursement or advancement of expense pursuant to this Article V (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Company and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

        SECTION 7.    If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstance, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

        SECTION 8.    A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 shall be entitled to indemnification only as provided in Sections 1 and 3, notwithstanding any provision of the New York Banking Law to the contrary.

ARTICLE VI

SEAL

        SECTION 1.    The Board of Directors shall provide a seal for the Company, the counterpart dies of which shall be in the charge of the Secretary of the Company and such officers as the Chairman of the Board, the Chief Executive Officer or the Secretary may from time to time direct in writing, to be affixed to certificates of stock and other documents in accordance with the directions of the Board of Directors or the Executive Committee.

        SECTION 2.    The Board of Directors may provide, in proper cases on a specified occasion and for a specified transaction or transactions, for the use of a printed or engraved facsimile seal of the Company.

ARTICLE VII

CAPITAL STOCK

        SECTION 1.    Registration of transfer of shares shall only be made upon the books of the Company by the registered holder in person, or by power of attorney, duly executed, witnessed and filed with the Secretary or other proper officer of the Company, on the surrender of the certificate or certificates of such shares properly assigned for transfer.

ARTICLE VIII

CONSTRUCTION

        SECTION 1.    The masculine gender, when appearing in these By-Laws, shall be deemed to include the feminine gender.

ARTICLE IX

AMENDMENTS

        SECTION 1.    These By-Laws may be altered, amended or added to by the Board of Directors at any meeting, or by the stockholders at any annual or special meeting, provided notice thereof has been given.

Exhibit 7

DEUTSCHE BANK TRUST COMPANY AMERICAS Legal Title of Bank	FFIEC 031
JERSEY CITY City	Page RC-1
NJ                                07311-3901 State                                Zip Code	13

FDIC Certificate Number: 00623
Printed on 11/10/2008 at 3:17 PM

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 2008

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

		Dollar Amounts in Thousands			RCFD		Tril -- Bil -- Mil -- Thou
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
	a. Noninterest-bearing balances and currency and coin(1)					0081		2,672,000	1.a
	b. Interest-bearing balances(2)					0071		878,000	1.b
2. Securities:
	a. Held-to-maturity securities (from Schedule RC-B, column A)					1754		0	2.a
	b. Available-for-sale securities (from Schedule RC-B, column D)					1773		1,426,000	2.b
3. Federal funds sold and securities purchased under agreements to resell:						RCON
	a. Federal funds sold in domestic offices					B987		72,000	3.a
						RCFD
	b. Securities purchased under agreements to resell(3)					B989		12,010,000	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
	a. Loans and leases held for sale					5369		0	4.a
	b. Loans and leases, net of unearned income		B528	13,784.000					4.b
	c. LESS: Allowance for loan and lease losses		3123	68,000					4.c
	d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)					B529		13,716,000	4.d
5. Trading assets (from Schedule RC-D)						3545		7,642,000	5
6. Premises and fixed assets (including capitalized leases)						2145		167,000	6
7. Other real estate owned (from Schedule RC-M)						2150		0	7
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)						2130		0	8
9. Not applicable
10. Intangible assets:
	a. Goodwill					3163		0	10.a
	b. Other intangible assets (from Schedule RC-M)					0426		74,000	10.b
11. Other assets (from Schedule RC-F)						2160		5,275,000	11
12. Total assets (sum of items 1 through 11)						2170		43,932,000	12

(1)

Includes cash items in process of collection and unposted debts.

(2)

Includes time certificates of deposit not held for trading.

(3)

Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS Legal Title of Bank	FFIEC 031 Page RC-2
FDIC Certificate Number: 00623 Printed on 11/10/2008 at 3:17 PM	14

Schedule RC—Continued

			Dollar Amounts in Thousands			RCFD		Tril -- Bil -- Mil -- Thou
LIABILITIES
13. Deposits:
	a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)						RCON 2200		10,083,000		13.a
		(1) Noninterest-bearing(1)		6631	4,226,000						13.a.1
		(2) Interest-bearing		6636	5,857,000						13.a.2
	b. In foreign offices, Edge and Agreement subsidiaries, and IBFs						RCFN
		(from Schedule RC-E, part II)					2200		8,333,000		13.b
		(1) Noninterest-bearing		6631	4,527,000						13.b.1
		(2) Interest-bearing		6636	3,806,000						13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:							RCON
	a. Federal funds purchased in domestic offices(2)						B993		11,859,000		14.a
							RCFD
	b. Securities under agreements to repurchase(3)						B995		0		14.b
15. Trading liabilities (from Schedule RC-D)							3548		92,000		15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)							3190		1,499,000		16
17. and 18. Not applicable
19. Subordinated notes and debentures(4)							3200		0		19
20. Other liabilities (from Schedule RC-G)							2930		3,042,000		20
21. Total liabilities (sum of items 13 through 20)							2948		34,908,000		21
22. Minority interest in consolidated subsidiaries							3000		470,000		22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus							3838		1,500,000		23
24. Common stock							3230		2,127,000		24
25. Surplus (exclude all surplus related to preferred stock)							3839		585,000		25
26. a. Retained earnings							3632		4,362,000		26.a
	b. Accumulated other comprehensive income(5)						B530		(20,000	)	26.b
27. Other equity capital components(6)							A130		0		27
28. Total equity capital (sum of items 23 through 27)							3210		8,554,000		28
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)							3300		43,932,000		29

Memorandum

To be reported with the March Report of Condition

	RCFD		Number
1. Indicate in the box at the right the number of the statement below that describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2007		6724		N/A	M.1

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm

4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)

6 = Review of the bank's financial statements by external auditors

7 = Compilation of the bank's financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

(1)

Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)

Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money."

(3)

Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4)

Includes limited-life preferred stock and related surplus.

(5)

Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6)

Includes treasury stock and unearned Employee Stock Ownership Plan shares.

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Exhibit 25.1

State of New York, Banking Department
CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST
BANKERS TRUST COMPANY ASSISTANT SECRETARY'S CERTIFICATE
State of New York, Banking Department
CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY

EXHIBIT A

Exhibit 4

BY-LAWS of Deutsche Bank Trust Company Americas ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI
ARTICLE VII
ARTICLE VIII
ARTICLE IX

Exhibit 7

CORRESP

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[Fleetwood Enterprises, Inc. Letterhead]

December 8, 2008

Via EDGAR and Hand Delivery

Ms. Amanda McManus
Ms. Michelle Lacko
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549-3561

Re:

Fleetwood Enterprises, Inc.
Registration Statement on Form S-4
File No. 333-154840
Filed October 30, 2008

Dear Ms. McManus and Ms. Lacko:

        In connection with the above referenced Registration Statement and based on discussions with the staff of the U.S. Securities and Exchange Commission (the "Staff"), we are attaching as Appendix A hereto a matrix relating to certain SEC No-Action Letters that we have referred to in response to certain Staff comments. Also, we are supplementally enclosing for your convenience a marked copy of Amendment No. 3 to the Form S-4, which is marked to show all changes that have been made to the Form S-4 since Amendment No. 2 to the Form S-4 was filed on December 3, 2008.

        Should there be any questions, please do not hesitate to contact Jim Moloney at (949) 451-4343 or me at (951) 351-3740.

Sincerely,

/s/ LEONARD J. MCGILL
Leonard J. McGill
SVP, Corporate Development,
General Counsel & Secretary

cc:

Perry Hindin (w/ attachments)
Nicholas Panos (w/ attachments)
Juan Migone (w/ attachments)
Liz Sandone (w/ attachments)
Brad Gude (w/ attachments)
    Securities and Exchange Commission
Steven R. Finley
James J. Moloney
    Gibson, Dunn & Crutcher LLP

APPENDIX A

        We are providing supplementally the table below to assist the Staff in its review of the Refinancing Transaction and the Repurchase Transaction. With respect to compliance with Rules 14e-5(a) and 13e-4(f)(6) of the Exchange Act, Fleetwood Enterprises, Inc. does not believe the transactions contravene such rules because the circumstances are similar to those in which the Staff granted relief in PMI Group, Inc., SEC No-Action Letter (July 6, 2006) and CenterPoint Energy, Inc., SEC No-Action Letter (Dec. 21, 2006).

        When granting relief from Rules 14e-5(a) and 13e-4(f)(6), the Staff noted certain factors and circumstances as relevant and such factors and circumstances are similar to those present in Fleetwood's situation. Capitalized terms not defined below with respect to PMI and CenterPoint have the meanings ascribed to them in the applicable No-Action Letters. Capitalized terms below with respect to Fleetwood have the meanings ascribed to them in Fleetwood's prior response letters to SEC comments dated as of November 28, 2008 and December 3, 2008.

PMI Group, Inc.(1)	CenterPoint Energy, Inc.(2)	Fleetwood Enterprises, Inc.(3)
Commencing and completing the Exchange Offer on the timetable described in its request would provide holders of the Old Securities with an additional opportunity for liquidity.	Not applicable.	Commencing and completing the Refinancing Transaction will provide holders of Old Debentures with an opportunity to obtain liquidity by providing an ability to receive New Notes and Shares in addition to their ability to obtain common stock in connection with the Repurchase Transaction.
Neither the Exchange Offer nor the issuance of New Securities was expected to have a material impact, if any, on the trading price of the Common Stock.	The effect of the Redemption Offer, whether consummated before, during or after the Put Option Tender Offer, on the trading price of the Common Stock was not expected to differ since the terms of the Redemption Offer (other than timing) are provided in the Indenture.	For the reasons stated in response to the Staff's Comment #1 in Fleetwood's response letter dated November 28, 2008, Fleetwood believes the effects of the Refinancing Transaction and Repurchase Transaction are not affecting the trading price of Fleetwood's common stock.
The purchase price of the Old Securities pursuant to the Put Option Tender Offer was below the trading price of the Old Securities, and the Company expected that the Put Option Tender Offer would be viewed as economically unattractive to holders.	The conversion value of the Securities was in excess of the Put Option Price and, therefore, the Company did not believe that exercise of the Put Option would be viewed by holders of the Securities as economically advantageous.	Fleetwood does not believe it will be economically advantageous for holders of Old Debentures to tender into the Repurchase Transaction because Fleetwood is unlikely to have sufficient authorized shares to satisfy such obligations.

PMI Group, Inc.(1)	CenterPoint Energy, Inc.(2)	Fleetwood Enterprises, Inc.(3)
The Put Option Tender Offer was made pursuant to a contractual obligation under the terms of the Old Securities, and was not expected to have an impact on the trading price of the Old Securities.	The Redemption Offer was made pursuant to a contractual obligation under the terms of the Securities and was not expected to have an impact on the trading price of the Securities.	The Repurchase Transaction is being made pursuant to a contractual obligation under the indenture governing the Old Debentures and is not expected to have an impact on the trading price of the Old Debentures for the reasons stated in response to the Staff's Comment #1 in Fleetwood's response letter dated November 28, 2008
The Trading Price of the Old Securities was based in part on the conversion value of the Old Securities and the credit rating attached to the Old Securities, and the Put Option Tender Offer was not expected to affect either the conversion value of the Old Securities or such credit rating.	The Trading Price of the Securities was based in part on the Conversion Value of the Securities and the credit rating attached to the Securities, and the Redemption Offer was not expected to affect either the Conversion Value of the Securities or such credit rating.	Fleetwood does not believe that the Refinancing Transaction will have an impact on the trading price of the Old Debentures for the reasons stated in response to the Staff's Comment #1 in Fleetwood's response letter dated November 28, 2008. Furthermore, Fleetwood does not believe the transactions have or will affect the credit rating of the Old Debentures. Notably, during the offering periods for each offer, the credit ratings for the Old Debentures have not changed and Fleetwood is not aware of any changes that would occur as a result of the transactions.

(1)

PMI was granted relief to concurrently engage in an exchange offer of new debt securities for old convertible debt securities while engaging in an offer related to a contractual put right of holders of certain outstanding convertible debt. See PMI Group, Inc., SEC No-Action Letter (July 6, 2006).

(2)

CenterPoint was granted relief to concurrently engage in an offer to redeem all of its outstanding convertible senior notes while engaging in an offer related to a contractual put right of holders of certain outstanding convertible debt. See CenterPoint Energy, Inc., SEC No-Action Letter (Dec. 21, 2006).

(3)

Fleetwood is concurrently engaging in a Refinancing Transaction to exchange Old Debentures for New Notes and Shares of Common Stock while engaging in the Repurchase Transaction related to a contractual put right of holders of Old Debentures.

2

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[Fleetwood Enterprises, Inc. Letterhead]
APPENDIX A