FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 27,
1995 (the "First Amendment"), to the Credit Agreement dated as of
September 29, 1995 (the "Credit Agreement"), among Champion Enter-
prises, 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").
WITNESSETH:
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
clarify the limitation on liens provided in Section 7.7 and to
permit certain guarantees by the Company or any Subsidiary of certain
indebtedness as provided in Section 7.3; 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 Amendment to Section 7.7. Section 7.7 of the Credit Agreement
is amended by deleting the term "Consolidated Net Tangible Assets"
where it appears in the fifth line and inserting in its place the
term "Consolidated Tangible Net Worth."
1.3 Amendment to Section 7.3. Section 7.3 of the Credit Agree-
ment is amended by (i) deleting the word "and" in the seventeenth line
thereof, and (ii) adding the words ", and (vi) guarantees by Company
or any Subsidiary of obligations of Company or any Subsidiary permitted
by Section 7.4 hereof." after the word "hereto" at the end of said
Section.
ARTICLE II -- REPRESENTATIONS AND WARRANTIES;
EFFECTIVE DATE
2.1 Representations; No Default. On and as of the date hereof and
after giving effect to this First 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 First Amendment, and (b)
represents that no Event of Default has occurred and is continuing.
2.2 Effective Date. This First Amendment shall become
effective on the first date upon which the Agent shall have received
counterparts of this First Amendment executed by the Company, the
Guarantors, 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 Counterparts. This First 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 First
Amendment to be executed and delivered by their proper and duly
authorized officers or other agents as of the date first above written.
CHAMPION ENTERPRISES, INC.
By: A. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: Executive VP and CFO
COMERICA BANK, as Agent and as
a Bank
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Its: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Vice President
CONSENT AND AGREEMENT
As of the day and year first above written, each of the under-
signed hereby:
(a) fully consents to the terms and provisions of the First
Amendment and the consummation of the transactions contemplated
thereby;
(b) agrees that the Guaranty Agreement dated as of
September 29, 1995 (the "Guaranty") in favor of the Banks, is
ratified and confirmed and shall remain in full force and effect,
and each of the undersigned hereby acknowledges that it has no
defense, offset or counterclaim with respect to the Guaranty or
otherwise in connection with the Credit Agreement as amended by
the First Amendment; and
(c) agrees that all references to the "Credit Agreement"
contained in the Guaranty and all other agreements, instruments
and documents executed pursuant thereto by the undersigned shall
be deemed references to the Credit Agreement, as amended by the
First Amendment.
CHAMPION MOTOR COACH, INC.
By: A. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: Vice President
CHAMPION HOME BUILDERS CO.
By: A. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: Vice President
MODULINE INTERNATIONAL, INC.
By: A. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: Vice President
LAMPLIGHTER HOMES, INC.
By: A. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: Vice President
DUTCH HOUSING, INC.
By: A. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: Vice President
CHANDELEUR HOMES, INC.
By: A. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: Vice President
CREST RIDGE HOMES, INC.
By: A. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: Vice President
BUILDERS CREDIT CORPORATION
By: A. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: President
CHAMPION FINANCIAL CORPORATION
By: A. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: President