EXHIBIT B-5
ASSIGNMENT AND ACCEPTANCE
Dated August 25, 1995
Reference is made to the Amended and Restated Revolving Credit Agreement
dated as of December 4, 1992 (as amended, the "CREDIT AGREEMENT") among Thor
Industries, Inc., a Delaware corporation, Bank One, ▇▇▇▇▇▇ NA, ▇▇▇▇▇▇ Trust and
Savings Bank, Banks (as defined in the Credit Agreement) and ▇▇▇▇▇▇ Trust and
Savings Bank, as Agent for the Banks (the "Agent"). Terms defined in the Credit
Agreement are used herein with the same meaning.
Bank One, ▇▇▇▇▇▇, NA (the "Assignor") and Bank One, Columbus, NA (the
"Assignee") agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, a 100% interest in and
to all of the Assignor's rights and obligations under the Credit Agreement as of
the Effective Date (as defined below), including, without limitation, such
percentage interest in the Assignor's Commitment as in effect on the Effective
Date and the Revolving Credit Loans, if any, owing to the Assignor on the
Effective Date.
2. The Assignor (i) represents and warrants that as of the date hereof
its Commitment is $10,000,000; (ii) represents and warrants that it is the legal
owner of the interest being assigned by it hereunder; (iii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto.
3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 5.1 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes the Agent to take such action as Agent
on its behalf and to exercise such powers under the Credit Agreement as are
delegated
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to the Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (iv) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Bank; and (v) specifies as its Lending
Office (and address for notices) the office set forth beneath its name on the
signature pages hereof.
4. As consideration for the assignment and sale contemplated in Section 1
hereof, the Assignee shall pay to the Assignor on the date hereof in Federal
funds an amount as agreed to between Assignor and Assignee. It is understood
that facility fees accrued to the date hereof with respect to the interest
assigned hereby are for the account of the Assignor and such fees accruing from
and including the date hereof are for the account of the Assignee. Each of the
Assignor and the Assignee hereby agrees that if it receives any amount under the
Credit Agreement which is for the account of the other party hereto, it shall
receive the same for the account of such other party to the extent of such other
party's interest therein and shall promptly pay the same to such other party.
5. The effective date for this Assignment and Acceptance shall be August
25, 1995 (the "EFFECTIVE DATE"). Following the execution of this Assignment and
Acceptance, it will be delivered to the Agent for acceptance and recording by
the Agent.
6. Upon such acceptance and recording, as of the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement and, to the extent provided in
this Assignment and Acceptance, have the rights and obligations of a Bank
thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.
7. Upon such acceptance and recording, from and after the Effective Date,
the Agent shall make all payments under the Credit Agreement in respect of the
interest assigned hereby (including, without limitation, all payments of
principal, interest and commitment fees with respect thereto) to the Assignee.
The Assignor and Assignee shall make all appropriate adjustments in payments
under the Credit Agreement for periods prior to the Effective Date directly
between themselves.
8. In accordance with Section 2.2 of the Credit Agreement, the Assignor
and the Assignee request and direct that the Agent prepare and cause the
Borrower to execute and deliver to the Assignee a Note payable to the Assignee.
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9. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the State of Ohio.
BANK ONE ▇▇▇▇▇▇, NA
By:
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Its:
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BANK ONE, COLUMBUS, NA
By:
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Its:
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Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Large Corporate
Accepted and consented this
25th day of August, 1995
THOR INDUSTRIES, INC.
By:
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Title:
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Accepted and consented to by the Agent
this 25th day of August, 1995
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
By:
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Title: Vice President
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