EXHIBIT B-10
SIXTH AMENDMENT TO AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
This Sixth Amendment to Amended and Restated Revolving Credit
Agreement dated as of October 17, 1996 among Thor Industries, Inc. (the
"Borrower"), the Banks party hereto, and ▇▇▇▇▇▇ Trust and Savings Bank, as
Agent.
WHEREAS, the Borrower, the Banks party thereto and ▇▇▇▇▇▇ Trust and
Savings Bank, as Agent, have previously entered into that certain Amended and
Restated Revolving Credit Agreement dated as of December 4, 1992 (as amended
through and including the Fifth Amendment thereto dated as of November 30, 1995,
the "Credit Agreement");
WHEREAS, the Borrower has requested that the Banks temporarily provide
the Borrower with an additional $5,000,000 in Revolving Credit Loans under the
Credit Agreement;
NOW, THEREFORE, FOR VALUE RECEIVED, and for good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree that the Credit Agreement is hereby amended as follows;
10. Section 1.1 of the Credit Agreement is hereby amended by adding
the following definitions thereto:
"BASE COMMITMENT means a Bank's agreement to make Revolving Credit
Loans to the Borrower pursuant to subsection 2.1 hereof in the amount specified
on Schedule 1 hereto under the caption "Base Commitment", and Base Commitments
means the aggregate of each Bank's Base Commitment.
BASE COMMITMENT PERIOD means the period from and including the date
hereof to the Termination Date.
EXCESS COMMITMENT means a Bank's agreement to make Revolving Credit
Loans to the Borrower pursuant to subsection 2.1 hereof in the amount specified
on Schedule 1 hereto under the caption "Excess Commitment", and Excess
Commitments means the aggregate of each Bank's Excess Commitment.
EXCESS COMMITMENT PERIOD means the period from and including October
17, 1996 to but not including November 17, 1996.
11. The definitions of BORROWING, COMMITMENT, COMMITMENT PERCENTAGE
and COMMITMENT PERIOD are hereby amended in their entirety and as so amended
shall read as follows:
"BORROWING means the total of Revolving Credit Loans of a single type
under a specified Commitment made by the Banks to the
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Borrower on a single date and for a single Interest Period. Borrowings are made
ratably from each of the Banks according to each Bank's Commitment Percentage
for the type of Commitment under which such Borrowing is made.
COMMITMENTS means the total of all Base Commitments and Excess
Commitments hereunder, each of which is a "type" of Commitment hereunder.
COMMITMENT PERCENTAGE of any Bank for any type of Commitment shall
mean the percentage set opposite such Bank's name on Schedule 1 hereto under the
caption for such Commitment.
COMMITMENT PERIOD means, unless otherwise indicated, the period from
and including the date hereof to the Termination Date."
12. Subsection (a) of the definition of Interest Period appearing in
Section 1.1 of the Credit Agreement is hereby amended in its entirety and as so
amended shall read as follows:
"(a) the Borrower may not select an Interest Period for any
Borrowing under the Base Commitments that extends beyond the
Termination Date, or for any Borrowing under the Excess
Commitments that extends beyond November 17, 1996;"
13. Section 2.1 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
"Section 2.1. COMMITMENTS. Subject to the terms and
conditions of this Agreement, each Bank severally agrees to
make Revolving Credit Loans to the Borrower from time to
time (a) during the Base Commitment Period in an aggregate
principal amount at any one time outstanding not to exceed
the amount set opposite such Bank's name in Schedule 1
hereto under the caption "Base Commitment", and (b) during
the Excess Commitment Period in an aggregate principal
amount at any one time outstanding not to exceed the sum of
(x) the amount set opposite such Bank's name in Schedule 1
hereto under the caption "Base Commitment" and (y) the amount
set opposite such Bank's name in Schedule 1 hereto under the
caption "Excess Commitment". As provided in Section 2.3
hereof, the Borrower may elect that each Borrowing of Revolving
Credit Loans be made available by means of either Domestic
Rate Loans or Eurodollar Loans. During the relevant Commitment
Period and as long as no Default or Event of Default exists the
Borrower may use the relevant Commitments by borrowing,
prepaying the
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Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereto; PROVIDED,
HOWEVER, that all Borrowings shall first reduce available under
the Base Commitments until all amounts available under the Base
Commitments are fully borrowed, and shall then reduce
availability under the Excess Commitments."
14. Section 2.3 of the Credit Agreement is here by amended by (i)
deleting the phrase "Borrower may borrow under the Commitment during the
Commitment Period on any Business Day" appearing in the first and second lines
thereof and substituting therefor the phrase "Borrower may borrow under either
type of Commitment during the Commitment Period for such type of Commitment on
any Business Day"; and (ii) by deleting the phrase "its Commitment Percentage"
appearing in the thirteenth and fourteenth lines thereof and substituting
therefor the phrase "its relevant Commitment Percentage".
15. Section 2.4 of the Credit Agreement shall be amended by adding
the following sentence to the end thereof:
"Notwithstanding anything in the foregoing to the contrary,
each Domestic Rate Loan or Eurodollar Loan under the Excess
Commitments shall mature and become due and payable on
November 17, 1996."
16. Section 2.9 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:
"SECTION 2.9. PRO RATA TREATMENT AND PAYMENTS. Each
Borrowing by Borrower under any type of Commitment from the
Banks, each payment by Borrower on account of the principal
of and interest on the Notes, each payment by Borrower of
fees, and any reduction of either type of Commitment of the
Banks hereunder shall be made pro rata according to the
Commitment Percentages of the Banks applicable to such type
of Commitment. All payments (including prepayments) to be
made by Borrower on account of principal, interest and fees
shall be made without set-off or counterclaim and shall be
made to the Agent on behalf of the Banks, at the Agent's
office located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, in each case in immediately available funds. The
Agent shall distribute such payments to the Banks promptly
upon
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receipt in like funds as received. Any such payments not
received by the Agent prior to 12:00 noon Chicago time and not
distributed on the date of receipt shall be credited as paid on
the next succeeding Business Day. If any payment hereunder
becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such
extension. All payments (including prepayments made by the
Borrower hereunder) shall be applied first to reduce Borrowings
under the Excess Commitments until paid in full, and then to
reduce Borrowings under the Base Commitments."
17. Schedule 1 to the Credit Agreement is hereby deleted and inserted
in its place is Schedule 1 attached to this Amendment.
18. This Amendment will become effective upon satisfaction of the
following conditions precedent:
(a) The Borrower, each Guarantor, the Banks and the Agent shall have
executed and delivered this Amendment; and
(b) The Agent shall have received a duly executed and delivered Note
for each Bank in each amount of its Commitment.
(c) The Agent shall have received copies (executed or certified, as
may be appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery of this Amendment to the extent any Bank may
request.
In order to induce the Banks to execute and deliver this Amendment,
the Borrower each hereby represents and warrants to the Banks that as of the
date hereof each of the representations and warranties made by it in Section 3
of the Credit Agreement are true and correct in all material respects and the
Borrower is in full compliance with all of the terms and conditions of the
Credit Agreement and no Default or Event of Default has occurred and is
continuing thereunder or shall result after giving effect to this Amendment.
Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in any note, document,
letter, certificate, the Credit Agreement itself, the Notes, or any
communication issued or made pursuant to or with respect to the Credit
Agreement, any reference in any of such items to the Credit Agreement being
sufficient to
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refer to the Credit Agreement as amended hereby. All capitalized terms used
herein and not defined herein shall have the same meaning herein as in the
Credit Agreement.
This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
Dated as of October 17, 1996.
THOR INDUSTRIES, INC.
By:
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Title:
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▇▇▇▇▇▇ TRUST AND SAVINGS BANK,
in its individual capacity as
a Bank and as Agent
By:
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Title: Vice President
BANK ONE, COLUMBUS, NA
By:
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Title:
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CONSENT OF GUARANTORS
The undersigned, each a Person executing and delivery a Guaranty (as
defined in hereinafter defined Agreement) to the Agent under the Original Credit
Agreement, each jointly and severally hereby acknowledges prior notice of,
consents to and approves the foregoing Fourth Amendment to Amended and Restated
Revolving Credit Agreement among Thor Industries, Inc., ▇▇▇▇▇▇ Trust and Savings
Bank, Bank One, Columbus, NA, and ▇▇▇▇▇▇ Trust and Savings Bank, as Agent (the
"AGREEMENT"), agrees that its Guaranty shall continue in full force and effect
and further agrees that the liabilities and indebtedness created or evidenced by
agreement foregoing Amendment including the increase in the Commitments of the
Banks shall be a part of the "OBLIGATIONS" as defined in the Guaranties,
constitutes a Financing and Security Agreement under the terms of its Guaranty,
and further agrees and acknowledges this consent is not required under the terms
of its Guaranty and that the execution hereof shall not be construed to require
the undersigned's consent to any future amendment, modification, or waiver of
any term of the Agreement except as otherwise provided in said Guaranty.
AIRSTREAM, INC. CITAIR, INC.
By: By:
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Title: Title:
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THOR INDUSTRIES OF PENNSYLVANIA EBC, INC.,
D/B/A ELDORADO BUS
By: By:
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Title: Title:
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DUTCHMEN MANUFACTURING, INC. THOR INDUSTRIES WEST, INC.
By: By:
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Title: Title:
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NCC ACQUISITION, INC. FOUR WINDS INTERNATIONAL CORPORATION
D/B/A ELDORADO NATIONAL (formerly known as THOR
Acquisition Corp.)
By: By:
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Title: Title:
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SCHEDULE 1
COMMITMENTS OF THE BANKS
Base Commitment/%
Bank One, Columbus, NA $12,500,000/50%
▇▇▇▇▇▇ Trust and Savings Bank $12,500,000/50%
TOTALS $25,000,000/100%
Excess Commitment/%
Bank One, Columbus, NA $2,000,000/40%
▇▇▇▇▇▇ Trust and Savings Bank $3,000,000/60%
TOTALS $5,000,000/100%
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NOTE
$2,000,000 October 17, 1996
FOR VALUE RECEIVED, the undersigned, Thor Industries, Inc., a Delaware
corporation (the "BORROWER"), promises to pay to the order of Bank One,
Columbus, NA (the "BANK") on the Termination Date of the hereinafter defined
Credit Agreement at the "principal office of ▇▇▇▇▇▇ Trust and Savings Bank in
Chicago, Illinois, in immediately available funds, the principal sum of Two
Million Dollars ($2,000,000) or, if less, the aggregate
unpaid principal amount of all Revolving Credit Loans made by the Bank to the
Borrower under its Excess Commitment pursuant to the Credit Agreement and with
each Revolving Credit Loan to mature and become payable on November 17, 1996,
or, if earlier, in the case of Eurodollar Loans on the last day of the Interest
Period applicable thereto, but in no event later than November 17, 1996,
together with interest on the principal amount of each Revolving Credit Loan
from time to time outstanding hereunder at the rates, and payable in the manner
and on the dates, specified in the Credit Agreement.
The Bank shall record on its books and records or on a schedule
attached to this Note, which his a part hereof, each Loan made by it to the
Borrower pursuant to its Excess Commitment, together with all payments of
principal and interest and the principal balances from time to time outstanding
hereon, whether the Revolving Credit Loan is a Domestic Rate Loan or a
Eurodollar Loan and in the case of a Eurodollar Loan the interest rate and
Interest Period applicable thereto, provided that prior to the transfer of
this Note all such amounts shall be recorded on a schedule attached to this
Note. The records thereof, whether shown on such books and records or on the
schedule to this Note, shall be PRIMA FACIE evidence of the same, provided,
however, that the failure of the Bank to record any of the foregoing or any
error if any such records shall not limit or otherwise affect the obligation
of the Borrower to repay all Loans made to it pursuant to the Credit Agreement
together with accrued interest thereon.
This Note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of December 4, 1992 between the Borrower, ▇▇▇▇▇▇ Trust
and Savings Bank, as Agent, and others (as amended, the "CREDIT AGREEMENT"), and
this Note and the holder hereof are entitled to all the benefits provided for
thereby or referred to therein, to which Credit Agreement reference is hereby
made for a statement thereof. All defined terms used in this Note, except terms
otherwise defined herein, shall have the same meaning as in the Credit
Agreement. This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois.
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Prepayments may be made hereon and this Note may be declared due prior
to the expressed maturity hereof, all in the events, on the terms and in the
manner as provided for in the Credit Agreement.
The Borrower hereby waives demand, presentment, protest or notice of
any kind hereunder.
THOR INDUSTRIES, INC.
By:
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Its:
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NOTE
$3,000,000 October 17, 1996
FOR VALUE RECEIVED, the undersigned, Thor Industries, Inc., a Delaware
corporation (the "BORROWER"), promises to pay to the order of Bank One,
Columbus, NA (the "BANK") on the Termination Date of the hereinafter defined
Credit Agreement at the "principal office of ▇▇▇▇▇▇ Trust and Savings Bank in
Chicago, Illinois, in immediately available funds, the principal sum of Three
Million Dollars ($3,000,000) or, if less, the aggregate
unpaid principal amount of all Revolving Credit Loans made by the Bank to the
Borrower under its Excess Commitment pursuant to the Credit Agreement and with
each Revolving Credit Loan to mature and become payable on November 17, 1996,
or, if earlier, in the case of Eurodollar Loans on the last day of the Interest
Period applicable thereto, but in no event later than November 17, 1996,
together with interest on the principal amount of each Revolving Credit Loan
from time to time outstanding hereunder at the rates, and payable in the manner
and on the dates, specified in the Credit Agreement.
The Bank shall record on its books and records or on a schedule
attached to this Note, which his a part hereof, each Loan made by it to the
Borrower pursuant to its Excess Commitment, together with all payments of
principal and interest and the principal balances from time to time outstanding
hereon, whether the Revolving Credit Loan is a Domestic Rate Loan or a
Eurodollar Loan and in the case of a Eurodollar Loan the interest rate and
Interest Period applicable thereto, provided that prior to the transfer of this
Note all such amounts shall be recorded on a schedule attached to this Note.
The records thereof, whether shown on such books and records or on the schedule
to this Note, shall be PRIMA FACIE evidence of the same, provided, however,
that the failure of the Bank to record any of the foregoing or any error if
any such records shall not limit or otherwise affect the obligation of the
Borrower to repay all Loans made to it pursuant to the Credit Agreement
together with accrued interest thereon.
This Note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of December 4, 1992 between the Borrower, ▇▇▇▇▇▇ Trust
and Savings Bank, as Agent, and others (as amended, the "CREDIT AGREEMENT"), and
this Note and the holder hereof are entitled to all the benefits provided for
thereby or referred to therein, to which Credit Agreement reference is hereby
made for a statement thereof. All defined terms used in this Note, except terms
otherwise defined herein, shall have the same meaning as in the Credit
Agreement. This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois.
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Prepayments may be made hereon and this Note may be declared due prior
to the expressed maturity hereof, all in the events, on the terms and in the
manner as provided for in the Credit Agreement.
The Borrower hereby waives demand, presentment, protest or notice of
any kind hereunder.
THOR INDUSTRIES, INC.
By:
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Its:
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