FIFTH AMENDMENT TO
CREDIT AGREEMENT AND WAIVER
FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER, dated as of January
8, 1998 (this "Fifth Amendment"), to the Credit Agreement dated as of
September 29, 1995, as amended by the First Amendment dated as of October 27,
1995, the Second Amendment dated as of September 17, 1996, the Third Amendment
dated as of December 2, 1996 and the Fourth Amendment dated as of May ,
1997 (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 Maximum Commitment and to revise certain of the financial
covenants; and
WHEREAS, the Company has requested the Banks to waive any breach by
the Company of Section 6.13 of the Credit Agreement for the period ending on
September 29, 1998; and
WHEREAS, two Guarantors have requested the Banks to release them
from the Guaranty, and terminate the Guaranty as to them; and
WHEREAS, the Banks and the Agent have agreed to amend the Credit
Agreement, waive any such breach and release such Guarantors 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 Amendment to Section 1. Section 1 of the Credit Agreement is
amended by deleting the definitions of "Maximum Commitment" and "Percentage"
and substituting therefor the following new definitions:
"Maximum Commitment" shall mean One Hundred Twenty-Five Million
Dollars ($125,000,000).
"Percentage" shall mean sixty-four percent (64%) with respect to
Comerica Bank and thirty-six percent (36%) with respect to The First National
Bank of Chicago, as adjusted from time to time to account for assignments
permitted by Section 12.8.
1.3 Amendment to Section 6.11. Section 6.11 is amended to read in
its entirety as follows:
"6.11 Consolidated Funded Debt Ratio. Maintain, as of the last day
of each fiscal quarter, a Consolidated Funded Debt Ratio of not more than 2.75
to 1."
1.4 Amendment to Section 7.4(d). Section 7.4(d) is amended by
deleting the figure "$3,000,000" where it appears therein and substituting
therefor the figure "225,000,000".
ARTICLE II - WAIVER; RELEASE OF TWO GUARANTORS
2.1 Waiver. The Banks hereby waive any default by the Company
under Section 6.13 (Consolidated Tangible Net Worth) of the Credit Agreement
for the period from December 19, 1997 to (and including) September 29, 1998.
Such waiver is given pursuant to Section 12.11 of the Credit Agreement. In
particular, and without limitation, such waiver shall be strictly limited to
its terms and shall not act as a waiver of or consent to any other
transaction, default or Event of Default, whether related or unrelated to the
foregoing.
2.2 Release of Guarantors. The Banks hereby release Champion
Motor Coach, Inc. and Builders Credit Corporation from all of their
obligations under the Guaranty, and terminate the Guaranty as to them only.
ARTICLE III -- REPRESENTATIONS AND WARRANTIES;
CONDITIONS PRECEDENT
3.1 Representations; No Default. On and as of the date hereof and
after giving effect to this Fifth 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 Fifth Amendment,
and (b) represents that no Event of Default has occurred and is continuing.
3.2 Effective Date. This Fifth Amendment shall become effective on
the first date prior to February 1, 1998 upon which all of the following
conditions shall have been satisfied:
(a) the Agent shall have received counterparts of this Fifth
Amendment, duly executed by the Company, the Agent and the Banks;
(b) the Agent shall have received the Company's non-refundable loan
origination fee in the amount of $38,500, to be distributed $24,640 to
Comerica Bank and $13,860 to The First National Bank of Chicago;
(c) the Agent shall have received a certified copy of resolutions
of the Board of Directors of the Company authorizing the increase in the
Maximum Commitment to $125,000,000 and approving the execution and delivery of
this Fifth Amendment and new Revolving Credit Notes;
(d) the Agent shall have received the opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇., the Company's general counsel, in form and substance satisfactory to the
Agent;
(e) the Company shall have executed and delivered to the Agent, for
the account of each Bank, new Revolving Credit Notes in the amount of each
Bank's Percentage of the increased Maximum Commitment; and
(f) no default or Event of Default shall have occurred and be
continuing.
ARTICLE IV - MISCELLANEOUS
4.1 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.
4.2 Expenses. The Company shall reimburse the Agent for all of its
reasonable costs and expenses (including legal expenses) incurred in
connection with the preparation, execution and delivery of this Fifth
Amendment.
4.3 Guarantors. Each Guarantor (other than Champion Motor Coach,
Inc. and Builders Credit Corporation), by its execution of this Fifth
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.
4.4 Counterparts. This Fifth 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 Fifth
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 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:
CHAMPION FINANCIAL CORPORATION
By:
Its:
▇▇▇▇▇▇ INDUSTRIES, INC.
By:
Its:
