SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 17,
1996 (this "Second Amendment"), to the Credit Agreement dated as
of September 29, 1995, as amended by the First Amendment dated
October 27, 1995 (the "Credit Agreement"), among Champion
Enterprises, Inc. (the "Company"), Comerica Bank and The First
National Bank of Chicago (the "Banks"), and Comerica Bank as
agent for the Banks (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Company, the Banks and the Agent are parties to the
Credit Agreement; and
WHEREAS, the Company wishes to amend the Credit Agreement to
increase the Letter of Credit Maximum Amount, to increase the
amount of loans the Company may make to its dealers, and to
revise certain of the exhibits to the Credit Agreement; and
WHEREAS, the Banks and the Agent have agreed to amend the Credit
Agreement on the terms and subject to the conditions set forth
below;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, it is hereby agreed as follows:
ARTICLE I -- DEFINITIONS AND AMENDMENTS
1.1 Defined Terms. Capitalized terms used herein which are
defined in the Credit Agreement are used herein with such defined
meanings.
1.2 Amendments to Section 1. (a) Substitution of Certain
Definition. Section 1.1 is hereby amended by deleting the
definition of "Letter of Credit Maximum Amount" in its entirety
and substituting therefor the corresponding new definition set
forth below:
"Letter of Credit Maximum Amount" shall mean Twenty Million
Dollars ($20,000,000)."
(b) Addition of Definitions. Section 1 is hereby amended by
adding thereto the following definitions in their appropriate
alphabetical place:
"▇▇▇▇▇▇" shall mean ▇▇▇▇▇▇ Industries, Inc., a Delaware
corporation.
"▇▇▇▇▇▇ Acquisition" shall mean the acquisition by the Company of
all of the common stock of ▇▇▇▇▇▇ pursuant to a plan of merger
among the Company, a Subsidiary, and ▇▇▇▇▇▇.
1.3 Addition of Section 6.14. Section 6.14 is hereby added to
the Credit Agreement, to read in its entirety as follows:
"6.14 Guaranty of ▇▇▇▇▇▇. Upon consummation of the ▇▇▇▇▇▇
Acquisition, cause ▇▇▇▇▇▇ to execute and deliver to the
Agent on behalf of the Banks a counterpart of the Guaranty,
and thereby become a Guarantor."
1.4 Amendment to Section 7.3. Section 7.3 is hereby amended by
deleting the figure "$1,500,000" where it appears in the eleventh
line and replacing it with the figure "$3,000,000".
1.5 Amendment to Section 7.9. Section 7.9 is hereby amended by
substituting the word "of" for the word "or" in the third line
thereof.
ARTICLE II -- REPRESENTATIONS AND WARRANTIES;
CONDITIONS PRECEDENT
2.1 Representations; No Default. On and as of the date hereof
and after giving effect to this Second Amendment, the Company
hereby (a) confirms, reaffirms and restates the representations
and warranties set forth in Section 5 of the Credit Agreement,
except to the extent that such representations and warranties
relate solely to an earlier date in which case the Company
confirms, reaffirms and restates such representations and
warranties for such early date, provided that the references to
the Credit Agreement therein shall be deemed to be to the Credit
Agreement as amended by this Second Amendment, and (b) represents
that no Event of Default has occurred and is continuing.
2.2 Effective Date. This Second Amendment shall become
effective on the first date upon which the Agent shall have
received counterparts of this Second Amendment executed by the
Company, the Banks and the Agent.
ARTICLE III - MISCELLANEOUS
3.1 Limited Effect. Except as expressly amended hereby, all of
the provisions, covenants, terms and conditions of the Credit
Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms.
3.2 Expenses. The Company shall reimburse the Agent for all of
its costs and expenses (including legal expenses) incurred in
connection with the preparation, execution and delivery of this
Second Amendment.
3.3 Guarantors. Each Guarantor, by its execution of this Second
Amendment, hereby consents to all transactions contemplated
hereby and reaffirms and ratifies all of its obligations to the
Agent and the Banks under the Guaranty.
3.4 Counterparts. This Second Amendment may be executed by one
or more parties hereto on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed and delivered by their proper and duly
authorized officers or other agents as of the date first above
written.
COMPANY:
CHAMPION ENTERPRISES, INC.
By
Its
AGENT AND BANKS:
COMERICA BANK, as Agent and as a Bank
By
Its
THE FIRST NATIONAL BANK OF CHICAGO
By
Its
GUARANTORS:
CHAMPION MOTOR COACH, INC.
By
Its
CHAMPION HOME BUILDERS CO.
By
Its
MODULINE INTERNATIONAL, INC.
By
Its
LAMPLIGHTER HOMES, INC.
By
Its
DUTCH HOUSING, INC.
By
Its
CHANDELEUR HOMES, INC.
By
Its
CREST RIDGE HOMES, INC.
By
Its
BUILDERS CREDIT CORPORATION
By
Is
CHAMPION FINANCIAL CORPORATION
By
Its