Exhibit 10.1

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND WAIVER AND CONSENT OF LENDERS AND AGENT

This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT AND WAIVER AND CONSENT OF LENDERS AND AGENT (this “Waiver and Amendment”) is dated as of April 23, 2009, and entered into by and among FLEETWOOD ENTERPRISES, INC. as debtor and debtor-in-possession (“Fleetwood”), FLEETWOOD HOLDINGS INC. (“Holdings”) as debtor and debtor-in-possession and those Subsidiaries of Fleetwood and Holdings listed on the signature pages hereof as debtors and debtors-in-possession (collectively, “Borrowers”), the banks and other financial institutions signatory hereto that are parties as Lenders to the Credit Agreement referred to below (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lenders.

RECITALS

WHEREAS, Fleetwood, the Borrowers, the Lenders, and the Agent have entered into that certain Fourth Amended and Restated Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement dated as of April 1, 2009 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used herein but not otherwise defined shall have their respective meanings as defined in the Credit Agreement;

WHEREAS, on April 1, 2009, the United States Bankruptcy Court for the Central District of California, Riverside Division entered the Interim Order approving, among other things, the entry by Fleetwood and the Borrowers of the Credit Agreement and the extension of credit thereunder on an interim basis;

WHEREAS, the term “Approved Budget” is defined in the Credit Agreement as a weekly delivered rolling 13-week post-petition budget that is acceptable to the Agent and the Required Lenders, the initial version of which was approved by the Bankruptcy Court and attached as an exhibit to the Interim Order; provided that any Approved Budget may be subsequently amended, supplemented or replaced by the Borrowers with the approval of the Agent and the Required Lenders and without further approval of the Bankruptcy Court (with any such supplement that solely adds an additional Measurement Period deemed acceptable if no objection thereto is made by the Agent or the Required Lenders within two (2) Business Days of receipt thereof);

WHEREAS, (a) Section 5.2(s) of the Credit Agreement provides that by the end of the day four (4) Business Days following the last day of each Measurement Period, the Borrowers must deliver to the Agent a report (a “Variance Report”) stating whether the Borrowers are in compliance with the conditions set forth in Section 7.22 of the Credit Agreement together with supporting detail reasonably acceptable to the Agent, which supporting

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detail shall include, without limitation, statements of weekly and cumulative variances for the applicable six (6) Measurement Period testing period in any Line Item for expenditures; (b) the Variance Reports delivered to the Agent on April 9, 2009 and April 16, 2009 indicated that the Borrowers were not in compliance with the covenants set forth in Section 7.22(a) of the Credit Agreement with respect to the Measurement Periods ended April 5, 2009 and April 12, 2009, respectively; and (c) the Borrowers have advised the Lenders that the failure to comply with Section 7.22(a) of the Credit Agreement for the Measurement Periods ended April 5, 2009 and April 12, 2009, respectively, was caused by a delay in receipt of a receivable, the payment of which is initiated by the U.S. Army Corps of Engineers and scheduled for receipt in April 2009 relating to Fleetwood’s military modular business in an amount not less than $6,400,000, originally budgeted to be received in the week ending April 5, 2009 (the “April Military Housing Payment”);

WHEREAS, the Borrowers have advised the Lenders that the revised proposed Approved Budget, attached hereto as Exhibit A, reflects the new projected date for receipt of the April Military Housing Payment (on or prior to April 17, 2009 (such date the “Military Payment Revised Date”));

WHEREAS, the Borrowers have requested that the Agent and the Required Lenders approve the proposed Approved Budget attached hereto as Exhibit A, thereby causing such proposed Approved Budget to become the Approved Budget;

WHEREAS, the Borrowers have requested of the Agent and the Lenders certain other waivers, consents and approvals under the Credit Agreement;

WHEREAS, the Borrowers have requested the amendments to the Credit Agreement as further set forth herein; and

WHEREAS, the Required Lenders and the Agent are willing to give the waivers, consents and approvals requested by the Loan Parties and the Lenders and the Agent are willing to agree to the amendments to the Credit Agreement requested by the Borrowers, in each case, on the terms and conditions set forth in this Waiver and Amendment.

AGREEMENT

NOW THEREFORE, for and in consideration of the premises and the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, Fleetwood, the Borrowers, the Lenders, and the Agent agree as follows:

1.     WAIVER.  Subject to the satisfaction of the conditions set forth below under Section 5, the Lenders hereby waive any Default or Event of Default that may have arisen solely from the failure of the Borrowers to comply with Section 7.22(a) of the Credit Agreement for the Measurement Periods ended April 5, 2009 and April 12, 2009 as well as any breaches of representations and warranties and Defaults or Events of Default under any other Loan Documents brought about solely by the aforementioned breach, in each case, prior to the date hereof.  For the avoidance of doubt, by the foregoing waiver, the Lenders shall not have waived any requirement for the Borrowers to comply with Section 7.22(a) of the Credit Agreement, as the same shall be in effect upon the amendment and restatement of the Approved Budget as consented to by the Required Lenders pursuant to Section 2 below.

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2.     CONSENT.  Subject to the satisfaction of the conditions set forth below under Section 5, the Lenders hereby consent to and approve the proposed Approved Budget attached hereto as Exhibit A and such proposed Approved Budget shall therefore become the Approved Budget.

3.     AMENDMENTS TO THE CREDIT AGREEMENT.  Subject to the conditions and upon the terms set forth in this Waiver and Amendment and in reliance on the representations and warranties of Fleetwood and the Borrowers set forth in this Waiver and Amendment, the Credit Agreement is hereby amended as follows:

3.1   Amendment to Section 7.22.  Section 7.22 of the Credit Agreement shall be amended by adding the following clause (c) after the existing clause (b):