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Exhibit 10.29    
    


 
 

SEVENTH AMENDMENT TO
  CREDIT AGREEMENT
  AND CONSENT OF GUARANTORS    
    


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


 
 

Recitals    
    


        Whereas, Fleetwood, the Borrowers, the Lenders, and the Agent have entered into that certain Credit Agreement
dated as of July 27, 2001, as amended by that certain First Amendment to Credit Agreement and Consent of Guarantors dated as of December 4, 2001, that certain Second Amendment to Credit
Agreement and Security Agreement and Consent of Guarantors dated as of December 4, 2001, that certain Third Amendment to Credit Agreement and Consent of Guarantors dated as of
December 7, 2001, that certain Fourth Amendment to Credit Agreement and Consent of Guarantors dated as of July 12, 2002, that certain Fifth Amendment to Credit Agreement and Consent of
Guarantors dated as of January 24, 2003, and that certain Sixth Amendment to Credit Agreement and Consent of Guarantors dated as of March 25, 2003, (the "Sixth
Amendment" and, collectively, the "Credit Agreement"; capitalized terms used in this Amendment without definition shall have the
meanings given such terms in the Credit Agreement); and 


        Whereas, Fleetwood (on behalf of itself and each of its subsidiaries), Textron Financial Corporation ("Textron
Financial") and the Agent (for itself and in its capacity as administrative agent for the Lenders) have entered into that certain Intercreditor Agreement dated as of
August 21, 2002 (the "Textron Intercreditor Agreement"); and 


        Whereas, the Borrowers have requested certain amendments to the Credit Agreement; and 


        Whereas, the Borrowers have requested of the Agent and the Lenders certain consents and approvals under the Textron Intercreditor
Agreement; and 


        Whereas, the Borrowers have requested of the Agent and the Lenders certain waivers under the Credit Agreement; and 


        Whereas, the Lenders and the Agent are willing to agree to the amendments and to give the consents and approvals requested by the Loan
Parties, on the terms and conditions set forth in this Amendment; 


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        Now Therefore, in consideration of the premises and the mutual agreements set forth herein, Fleetwood, the Borrowers, the Lenders, and the
Agent agree as follows: 


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



        1.1    Amendment to Section 7.24.    Section 7.24  shall be amended by replacing the
table therein with the following table: 



	Period Ending
	 	EBITDA
	 
	On the last Sunday in April 2003	 	$	(7,500,000	)
	On the last Sunday in July 2003	 	$	(7,500,000	)
	On the last Sunday in October 2003	 	$	(8,500,000	)
	On the last Sunday in January 2004	 	$	19,000,000	 
	On the last Sunday in April 2004	 	$	60,000,000	 






        2.    CONSENTS, APPROVALS AND WAIVERS.    



        2.1    Minimum EBITDA.    By the execution of this Amendment, the Agent and the Lenders hereby
waive any right, as a result solely of Fleetwood failing to maintain EBITDA for the period ending on the last Saturday in April 2003 at the level required by Section 7.24 of the Credit
Agreement (as modified by the Sixth Amendment but prior to the effectiveness of this Amendment), to exercise any remedies pursuant to the Credit Agreement. 


        2.2    Proposed Wholesale Security Agreement Amendment.    By the execution of this Amendment,
the Agent and the Lenders hereby consent to the execution and delivery by any of the Loan Parties of the amendment to that certain Wholesale Security Agreement, dated as of August 21, 2002, as
amended, by and among Textron Financial, the Loan Parties and the other parties thereto (the "Wholesale Security Agreement") in the form of  Exhibit A attached hereto, pursuant to which Schedule 9(l) of the Wholesale Security
Agreement shall be replaced with a revised Schedule 9(l) that reflects the amendments to Section 7.24  of the Credit Agreement made pursuant
hereto. 




        3.    REPRESENTATIONS AND WARRANTIES OF FLEETWOOD AND THE BORROWERS.    In order to induce the Lenders and the Agent
to enter into this Amendment, each of Fleetwood and each Borrower represents and warrants to each Lender, the Issuing Bank and the Agent that the following statements are true, correct and complete: 



        3.1    Power and Authority.    Each of the Loan Parties has all corporate power and authority
to enter into this Amendment and, as applicable, the Consent of Guarantors attached hereto (the "Consent"), and to carry out the transactions
contemplated by, and to perform its obligations under or in respect of, the Credit Agreement. 


        3.2    Corporate Action.    The execution and delivery of this Amendment and the Consent and
the performance of the obligations of each Loan Party under or in respect of the Credit Agreement as amended hereby have been duly authorized by all necessary corporate action on the part of each of
the Loan Parties. 


        3.3    No Conflict or Violation or Required Consent or Approval.    The execution and delivery
of this Amendment and the Consent and the performance of the obligations of each Credit Party under or in respect of the Credit Agreement as amended hereby do not and will not conflict with or violate
(a) any provision of the governing documents of any Loan Party or any of its Subsidiaries, (b) any Requirement of Law, (c) any order, judgment or decree of any court or other
governmental agency binding on any Loan Party or any of its Subsidiaries, or (d) any indenture, agreement or instrument to which any Loan Party or any of its Subsidiaries is a party or by which 



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any
Loan Party or any of its Subsidiaries, or any property of any of them, is bound, and do not and will not require any consent or approval of any Person. 


        3.4    Execution, Delivery and Enforceability.    This Amendment and the Consent have been
duly executed and delivered by each Loan Party which is a party thereto and are the legal, valid and binding obligations of such Loan Party, enforceable in accordance with their terms, except as
enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. The Agent's Liens in the
Collateral continue to be valid, binding and enforceable first priority Liens which secure the Obligations. 


        3.5    No Default or Event of Default.    No event has occurred and is continuing or will
result from the execution and delivery of this Amendment or the Consent that would constitute a Default or an Event of Default. 



        3.6    No Material Adverse Effect.    No event has occurred that has resulted, or could
reasonably be expected to result, in a Material Adverse Effect. 


        3.7    Representations and Warranties.    Each of the representations and warranties contained
in the Loan Documents is and will be true and correct in all material respects on and as of the date hereof and as of the effective date of this Amendment, except to the extent that such
representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects as of such earlier date. 




        4.    CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.    This Amendment, and the consents and approvals contained
herein, shall be effective only if and when signed by, and when counterparts hereof shall have been delivered to the Agent (by hand delivery, mail or telecopy) by, Fleetwood, the Borrowers and each
Lender and only if and when each of the following conditions is satisfied: 



        4.1    Consent of Guarantors.    Each of the Guarantors shall have executed and delivered to
the Agent the Consent. 


        4.2    Consents.    The Borrowers shall have received original copies of executed consents
delivered by Textron Financial, in a form reasonably satisfactory to the Agent giving their consent, effective on or prior to the Seventh Amendment Effective Date, to the Loan Parties entering into
the Seventh Amendment. 


        4.3    No Default or Event of Default; Accuracy of Representations and Warranties.    No
Default or Event of Default shall exist and each of the representations and warranties made by the Loan Parties herein and in or pursuant to the Loan Documents shall be true and correct in all
material respects as if made on and as of the date on which this Amendment becomes effective (except that any such representation or warranty that is expressly stated as being made only as of a
specified earlier date shall be true and correct as of such earlier date), and the Borrowers shall have delivered to the Agent a certificate confirming such matters. 



        4.4    Fees.    The Borrowers shall have paid to the Agent for the pro rata account of all
Lenders an amendment fee equal to one-eighth of one percent (0.125%) times the aggregate Commitments of all Lenders as of the Seventh Amendment Effective Date, after giving effect to the
Seventh Amendment. 


        4.5    Other Documents.    The Agent shall have received such documents as the Agent may
reasonably request in connection with this Amendment. 




        5.    EFFECTIVE DATE.    This Amendment shall become effective on the date of the satisfaction of the conditions set
forth in Section 5, and each of the Lenders signatory hereto hereby waives any 


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Default
or Event of Default that may have arisen prior to the date of the Amendment, but that would not be a Default or Event of Default after giving effect to this Amendment (the
"Seventh Amendment Effective Date"). 



        6.    EFFECT OF AMENDMENT; RATIFICATION.    This Amendment is a Loan Document. From and after the date on which this
Amendment becomes effective, all references in the Loan Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby. Except as expressly amended hereby or waived herein, the
Credit Agreement and the other Loan Documents, including the Liens granted thereunder, shall remain in full force and effect, and all terms and provisions thereof are hereby ratified and confirmed.
Each of Fleetwood and the Borrowers confirms that as amended hereby, each of the Loan Documents is in full force and effect, and that none of the Credit Parties has any defenses, setoffs or
counterclaims to its Obligations. 


        7.    APPLICABLE LAW.    THE VALIDITY, INTERPRETATIONS AND ENFORCEMENT OF THIS AMENDMENT AND ANY DISPUTE ARISING OUT
OF OR IN CONNECTION WITH THIS AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS AND DECISIONS OF THE STATE OF CALIFORNIA; PROVIDED THAT THE
AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 


        8.    COMPLETE AGREEMENT.    This Amendment sets forth the complete agreement of the parties in respect of any
amendment to any of the provisions of any Loan Document or any waiver thereof. The execution, delivery and effectiveness of this Amendment do not constitute a waiver of any Default or Event of
Default, amend or modify any provision of any Loan Document except as expressly set forth herein or constitute a course of dealing or any other basis for altering the Obligations of any Loan Party. 


        9.    CAPTIONS; COUNTERPARTS.    The catchlines and captions herein are intended solely for convenience of reference
and shall not be used to interpret or construe the provisions hereof. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including
by telecopy), all of which taken together shall constitute but one and the same instrument. 


[signatures follow; remainder of page intentionally left blank] 


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        IN WITNESS WHEREOF, each of the undersigned has duly executed this Seventh Amendment to Credit Agreement and Security Agreement as of the
date set forth above. 



	FMC BORROWERS	 	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.
	

 	
 	

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.
	 	 	 	 





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FLEETWOOD TRAVEL TRAILERS OF OHIO, INC.
	

 	
 	

FLEETWOOD TRAVEL TRAILERS OF OREGON, INC.
	

 	
 	

FLEETWOOD TRAVEL TRAILERS OF TEXAS, INC.
	

 	
 	

FLEETWOOD FOLDING TRAILERS, INC.
	

 	
 	

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.
	

 	
 	
By:	

    

	 	 	Name:	Boyd. R. Plowman
	 	 	Title:	Executive Vice President and Chief Financial Officer
	
FRC BORROWERS	
 	

FLEETWOOD RETAIL CORP.
	

 	
 	

FLEETWOOD RETAIL CORP. OF CALIFORNIA
	

 	
 	

FLEETWOOD RETAIL CORP. OF IDAHO
	

 	
 	

FLEETWOOD RETAIL CORP. OF KENTUCKY
	

 	
 	

FLEETWOOD RETAIL CORP. OF MISSISSIPPI
	

 	
 	

FLEETWOOD RETAIL CORP. OF NORTH CAROLINA
	

 	
 	

FLEETWOOD RETAIL CORP. OF OREGON
	

 	
 	

FLEETWOOD RETAIL CORP. OF VIRGINIA
	

 	
 	
By:	

    

	 	 	Name:	Boyd. R. Plowman
	 	 	Title:	Executive Vice President and Chief Financial Officer
	
GUARANTOR	
 	

FLEETWOOD ENTERPRISES, INC., as the Guarantor
	

 	
 	

By:	

    

	 	 	Name:	Boyd. R. Plowman
	 	 	Title:	Executive Vice President and Chief Financial Officer




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	 	 	BANK OF AMERICA, N.A., as the Agent and a Lender
	

 	
 	

By:	

    

	 	 	Name:	 
	 	 	Title:	 




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	 	 	HELLER FINANCIAL, INC., as a Lender
	

 	
 	

By:	

    

	 	 	Name:	 
	 	 	Title:	 




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	 	 	WELLS FARGO FOOTHILL, INC., fka FOOTHILL CAPITAL CORPORATION, as a Lender
	

 	
 	

By:	

    

	 	 	Name:	 
	 	 	Title:	 




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	 	 	THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender
	

 	
 	

By:	

    

	 	 	Name:	 
	 	 	Title:	 




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CONSENT OF GUARANTORS    
    


        Each of the undersigned is a Guarantor of the Obligations of the FMC Borrowers and/or FRC Borrowers under the Credit Agreement and hereby (a) consents to
the foregoing Amendment, (b) acknowledges that notwithstanding the execution and delivery of the foregoing Amendment, the obligations of each of the undersigned Guarantors are not impaired or
affected and the Guaranties continue in full force and effect, and (c) ratifies its Guaranty and each of the Loan Documents to which it is a party. 


        IN
WITNESS WHEREOF, each of the undersigned has executed and delivered this CONSENT OF GUARANTORS as of the    day of July, 2003. 



	FMC BORROWERS	 	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.
	

 	
 	

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.
	 	 	 	 





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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.
	

 	
 	

FLEETWOOD FOLDING TRAILERS, INC.
	

 	
 	

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.
	

 	
 	
By:	

    

	 	 	Name:	Boyd. R. Plowman
	 	 	Title:	Executive Vice President and Chief Financial Officer
	
FRC BORROWERS	
 	

FLEETWOOD RETAIL CORP.
	

 	
 	

FLEETWOOD RETAIL CORP. OF CALIFORNIA
	

 	
 	

FLEETWOOD RETAIL CORP. OF IDAHO
	

 	
 	

FLEETWOOD RETAIL CORP. OF KENTUCKY
	

 	
 	

FLEETWOOD RETAIL CORP. OF MISSISSIPPI
	

 	
 	

FLEETWOOD RETAIL CORP. OF NORTH CAROLINA
	

 	
 	

FLEETWOOD RETAIL CORP. OF OREGON
	

 	
 	

FLEETWOOD RETAIL CORP. OF VIRGINIA
	 	 	 	 



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By:	

    

	 	 	Name:	Boyd. R. Plowman
	 	 	Title:	Executive Vice President and Chief Financial Officer
	
GUARANTOR	
 	

OTHER GUARANTORS FLEETWOOD ENTERPRISES, INC.

FLEETWOOD CANADA LTD.

BUCKINGHAM DEVELOPMENT CO.

FLEETWOOD INTERNATIONAL INC.
	

 	
 	
By:	

    

	 	 	Name:	Boyd. R. Plowman
	 	 	Title:	Executive Vice President and Chief Financial Officer




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QuickLinks



Exhibit 10.29


SEVENTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT OF GUARANTORS

Recitals


CONSENT OF GUARANTORS