FOURTH AMENDMENT TO WHOLESALE SECURITY AGREEMENT

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Exhibit 10.26

[LOGO OF TFC TEXTRON]

FOURTH AMENDMENT TO WHOLESALE SECURITY AGREEMENT

        THIS FOURTH AMENDMENT TO WHOLESALE SECURITY AGREEMENT ("Amendment") is made as of the 14th day of May 2004 by and between TEXTRON FINANCIAL CORPORATION, a Delaware corporation ("Secured Party"); and the undersigned (jointly and severally, individually and collectively, "Debtor").

WITNESSETH THAT:

        WHEREAS, the Secured Party and Debtor are parties to a certain Wholesale Security Agreement dated August 21, 2002, as may have been previously amended, modified or supplemented (the "Agreement"); and

        WHEREAS, the parties hereto desire to amend certain of the terms of the Agreement;

        NOW THEREFORE, in consideration of the premises and the mutual obligations hereinafter contained, and for other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

1.

All capitalized terms used and not otherwise defined herein shall have the same meanings provided therefore in the Agreement.

2.

Paragraph 6.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

"Debtor further represents, warrants, covenants, agrees and acknowledges that Debtor receives good and valuable benefit and consideration from its relationship with Fleetwood Enterprises, Inc., and as such represents, warrants, covenants, agrees and acknowledges the failure of Fleetwood Enterprises, Inc., to maintain the following financial covenants shall be an Event of Default hereunder:

(a)

Fleetwood Enterprises, Inc. shall achieve a minimum EBITDA for each period of four consecutive Fiscal Quarters as set forth below:

provided, however, that failure to meet such minimum EBITDA levels shall not constitute a default or an event of default hereunder unless, until and for so long as a Minimum Liquidity Event shall have occurred, as of the end of the most recent calendar month, and be continuing, as outlined Subparagraph 6.1(b) of this Agreement.

(b)

On a consolidated basis, Fleetwood Enterprises, Inc. shall at all times maintain Fleetwood Liquidity of not equal to or less than Ninety Million Dollars ($90,000,000.00) for the most recent calendar month, of which the Borrowers (on a stand alone basis) shall maintain at all times Borrower Liquidity for the most recent calendar month of not equal to or less than Sixty Million Dollars ($60,000,000.00).

(c)

Notwithstanding anything contained elsewhere herein, capitalized terms in Sections 6.1(a) and (b) hereof shall have the meanings ascribed to them in the Other Credit Facility (defined in Section 9(l) of this Agreement), as amended, in the form of such Other Credit Facility and amendments thereto as the same have been filed by Fleetwood Enterprises, Inc. with the Securities and Exchange Commission prior to the date hereof.

Not later than forty-five calendar days after the last day of each fiscal quarter, or ninety calendar days after the last day of each f