THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of December 2, 1996
(this "Third Amendment"), to the Credit Agreement dated as of
September 29, 1995, as amended by the First Amendment dated as of
October 27, 1995 and the Second Amendment dated as of September
17, 1996 (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
decrease the Applicable Margin, the Letter of Credit Fee and the
Revolving Credit Committee Fee; 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
Definitions. Section 1.1 is hereby amended by deleting the
definitions of "Applicable Margin", "Letter of Credit Fee" and
"Revolving Credit Commitment Fee" in their entirety and
substituting therefor the corresponding new definitions set forth
below:
"Applicable Margin" shall mean, as of the date of determination
thereof, the following margins:
"Letter of Credit Fee" shall mean a per annum fee on the
aggregate face amount of all Letters of Credit, determined as
follows:
If Consolidated Funded Debt Ratio (x) is:
x equal to or greater than 1.75 - the Letter of Credit Fee is
1.15%
x equal to or greater than 1.25 but less than 1.75 - the Letter
of Credit Fee is .90%
x equal to or greater than .75 but less than 1.25 - the Letter of
Credit Fee is .65%
x equal to or greater than .40 but less than .75 - the Letter of
Credit Fee is .50%
x less than .40 - the Letter of Credit Fee is .40%
"Revolving Credit Commitment Fee" shall mean a per annum fee on
the unused portion of the Revolving Credit provided by the
Revolving Credit Banks under this Agreement (determined as
provided in Section 2.11), as follows:
If Consolidated Funded Debt Ratio (x) is:
x equal to or greater than 1.75 - the Revolving Credit Commitment
Fee is .40%
x equal to or greater than 1.25 but less than 1.75 - the
Revolving Credit Commitment Fee is .30%
x equal to or greater than .75 but less than 1.25 - the Revolving
Credit Commitment Fee is .25%
x equal to or greater than .40 but less than .75 - the Revolving
Credit Commitment Fee is .15%
x less than .40 - the Revolving Credit Commitment Fee is .125%
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 Third 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 Third Amendment, and (b) represents
that no Event of Default has occurred and is continuing.
2.2 Effective Date. This Third Amendment shall become effective
on the first date upon which the Agent shall have received
counterparts of this Third Amendment executed by the Company, the
Banks and the Agent. All changes in the Applicable Margin, the
Letter of Credit Fee and the Revolving Credit Commitment shall be
prospective only.
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 reasonable costs and expenses (including legal expenses)
incurred in connection with the preparation, execution and
delivery of this Third Amendment.
3.3 Guarantors. Each Guarantor, by its execution of this Third
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 Third 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 Third
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
Its
CHAMPION FINANCIAL CORPORATION
By
Its
